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EXECUTION VERSION
 PURCHASE AGREEMENT
DATED AS OF MAY 8, 2007
BY AND AMONG
TSS AVIATION, INC.,
TSS HOLDINGS, INC.
AND
STANDARD AERO, INC.




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PageArticle 1. DEFINITIONS
    
    
    1Section 1.01 Certain Defined Terms
    
    
    1Section 1.02 Other Defined Terms
    
    
    9Section 1.03 Construction
    
    
    10Article 2. PURCHASE AND SALE
    
    
    11Section 2.01 Purchase and Sale
    
    
    11Section 2.02 Purchase Price
    
    
    11Section 2.03 Closing
    
    
    11Section 2.04 Purchase Price Adjustment
    
    
    12Section 2.05 Covenant Not to Compete
    
    
    15Section 2.06 Allocation of Purchase Price
    
    
    16Article 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER
    
    
    16Section 3.01 Organization and Qualification of the Company and Seller
    
    
    16Section 3.02 Authorization
    
    
    17Section 3.03 Capitalization of the Company
    
    
    17Section 3.04 Subsidiaries
    
    
    17Section 3.05 No Conflict
    
    
    18Section 3.06 Consents and Governmental Approvals
    
    
    18Section 3.07 Financial Statements
    
    
    18Section 3.08 Absence of Certain Changes or Events
    
    
    19Section 3.09 Absence of Litigation
    
    
    20Section 3.10 Compliance with Laws
    
    
    21Section 3.11 Licenses
    
    
    21Section 3.12 Material Contracts
    
    
    21Section 3.13 Company Property
    
    
    23Section 3.14 Real Property
    
    
    24Section 3.15 Intellectual Property Rights
    
    
    25Section 3.16 Employee Benefit Matters
    
    
    25Section 3.17 Labor Matters
    
    
    27Section 3.18 Environmental Matters
    
    
    27Section 3.19 Tax Matters
    
    
    29Section 3.20 Insurance
    
    
    31Section 3.21 Customers, Distributors and Suppliers
    
    
    31Section 3.22 Affiliate Transactions
    
    
    32Section 3.23 Accounts Receivable
    
    
    32Section 3.24 Inventory
    
    
    32Section 3.25 Brokers
    
    
    32Section 3.26 Full Disclosure
    
    
    32




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TABLE OF CONTENTS
 PageArticle 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER
    
    
    33Section 4.01 Organization and Authority of Purchaser
    
    
    33Section 4.02 No Conflict
    
    
    33Section 4.03 Consents and Governmental Approvals
    
    
    34Section 4.04 Absence of Litigation
    
    
    34Section 4.05 Brokers
    
    
    34Article 5. ADDITIONAL AGREEMENTS
    
    
    34Section 5.01 Conduct of Business Prior to the Closing
    
    
    34Section 5.02 Access to Information
    
    
    37Section 5.03 Confidentiality
    
    
    37Section 5.04 Regulatory and Other Authorizations, Consents
    
    
    38Section 5.05 Further Action
    
    
    38Section 5.06 Notification of Certain Matters
    
    
    39Section 5.07 Cooperation with Financing
    
    
    40Section 5.08 Exclusivity
    
    
    40Section 5.09 Affiliate Transactions
    
    
    40Section 5.10 Insurance
    
    
    40Section 5.11 Employee Plans; Employees
    
    
    41Section 5.12 Release of Guarantees
    
    
    41Section 5.13 License
    
    
    41Section 5.14 Financing
    
    
    41Article 6. CONDITIONS TO CLOSING
    
    
    42Section 6.01 Joint Conditions to the Obligations of each of Seller and Purchaser
    
    
    42Section 6.02 Conditions to Obligations of Seller
    
    
    42Section 6.03 Conditions to Obligations of Purchaser
    
    
    43Article 7. INDEMNIFICATION
    
    
    44Section 7.01 Survival
    
    
    44Section 7.02 Indemnification
    
    
    45Section 7.03 Non-Reliance
    
    
    49Section 7.04 Sole Remedy
    
    
    49Article 8. Tax Matters
    
    
    49Section 8.01 General Tax Matters
    
    
    49Section 8.02 Transfer Taxes
    
    
    51Section 8.03 Treatment of Indemnity and Other Payments
    
    
    51
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TABLE OF CONTENTS
 PageSection 8.04 Conflict with Article 7
    
    
    51Article 9. TERMINATION
    
    
    51Section 9.01 Termination
    
    
    51Section 9.02 Effect of Termination
    
    
    52Article 10. GENERAL PROVISIONS
    
    
    52Section 10.01 Expenses
    
    
    52Section 10.02 Notices
    
    
    52Section 10.03 Public Announcements
    
    
    54Section 10.04 Headings
    
    
    54Section 10.05 Severability
    
    
    54Section 10.06 Entire Agreement
    
    
    54Section 10.07 Assignment
    
    
    54Section 10.08 No Third-Party Beneficiaries
    
    
    55Section 10.09 Waivers and Amendments
    
    
    55Section 10.10 Specific Performance
    
    
    55Section 10.11 Governing Law
    
    
    55Section 10.12 Counterparts
    
    
    56
 DISCLOSURE SCHEDULE
     iii




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Agreement Company Seller Purchaser
 WITNESSETH:
 Stock
    ARTICLE 1.  DEFINITIONS
 Certain Defined Terms
 Action
 Adjustment Escrow Funds
 Affiliate
 Ancillary Agreements




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Antitrust Authority
 Assets
 Benefit Arrangement
 Books and Records
 Business
 Business Day
 Cash
 Closing Date Net Debt minus
 Code
 Confidentiality Agreement
 2




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Contract
 Disclosure Schedule
 Employment Agreement
 Employee Plans
 Encumbrance
 Environmental Claim
 Environmental Laws
 Equity Securities
 ERISA
 3




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ERISA Affiliate
 Escrow Agent
 Escrow Agreement
 Facility
 GAAP
 Governmental Authority
 Governmental Order
 Handling of Substances
 HSR Act
 Improvements
 Indebtedness
 4




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Indemnity Escrow Funds
 Intellectual Property Rights
 Interest Rate
 Inventory
 IRS
 Knowledge Known
 Law
 Licenses
 Loss Bid
 Loss Contract
 5




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Losses
 Material Adverse Effect Material Adverse Change provided
 Multiemployer Plan
 Net Working Capital minus provided however
 Pension Plan
 6




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Permitted Distributions
 Permitted Encumbrances
 Person
 Personnel
 Pre-Closing Environmental Matters
 7




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Reference Net Working Capital
 Release
 Securities Act
 Subsidiary
 Substances
 Tax Taxes
 Tax Return
 Transaction Related Expenses
 8




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Welfare Plan
 Other Defined Terms
  Term
    
    SectionAdjustment Amount
    
    2.04(C)Adjustment Escrow Amount
    
    2.02Agreement
    
    PreambleAggregate Escrow Amount
    
    2.02Auditor
    
    2.04(B)Basket Amount
    
    7.02(D)CERCLA
    
    3.18(C)Claim
    
    7.02(C)Claim Notice
    
    7.02(C)Closing
    
    2.03(B)Closing Balance Sheet
    
    2.04(A)Closing Cash Consideration
    
    2.02Closing Date
    
    2.03(B)Closing Date Consideration Calculation Certificate
    
    2.03(A)COBRA
    
    5.11(A)Commitment Letter
    
    6.03(I)Company
    
    PreambleCompany Property
    
    3.13Competing Business
    
    2.05(A)Covered Person
    
    2.05(A)December 31, 2006 Balance Sheet
    
    3.07(A)Deficit Amount
    
    2.04(D)Determination Date
    
    2.04(B)Effective Time
    
    2.03(B)Employment Laws
    
    3.17Estimated Closing Balance Sheet
    
    2.03(A)Estimated Closing Date Net Debt
    
    2.03(A)Estimated Net Working Capital
    
    2.03(A)
 9




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Term
    
    SectionFinal Closing Date Net Debt
    
    2.04(B)Final Net Working Capital
    
    2.04(B)Financing
    
    6.03(I)Financial Statements
    
    3.07(A)Increase Amount
    
    2.04(D)Indemnification Cap
    
    7.02(D)Indemnity Escrow Amount
    
    2.02Material Contracts
    
    3.12(A)Pre-Closing Partial Period
    
    3.19(B)Pre-Closing Tax Returns
    
    8.01(A)Purchase Price
    
    2.02Purchaser
    
    PreamblePurchaser Indemnified Parties
    
    7.02(A)Real Property
    
    3.14(A)Related Party Transaction
    
    3.22Related Persons
    
    7.02(H)Releasee
    
    7.02(H)Seller
    
    PreambleSeller 401(k) Plan
    
    5.11(C)Seller Indemnified Parties
    
    7.02(B)Shortfall Amount
    
    2.04(D)Straddle Period Tax Returns
    
    8.01(A)Stock
    
    RecitalsTax Claim
    
    7.02(C)Taxpayer
    
    3.19(E)Third Party Notice
    
    7.02(C)Transaction State Tax Benefits
    
    2.04(A)Transfer Taxes
    
    8.02
 Construction
    10




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ARTICLE 2.  PURCHASE AND SALE
 Purchase and Sale
 Purchase Price Closing Cash Consideration minus Purchase Price minus plus plus minus Aggregate
Escrow Amount Indemnity
Escrow Amount plus Adjustment Escrow Amount
 Closing
  Estimated Closing Balance Sheet
 11




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Closing Date Consideration Calculation
Certificate Estimated Closing Date Net Debt Estimated Net Working Capital
 Closing Closing
Date Effective Time
   Purchase Price Adjustment
 12




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Closing Balance Sheet Transaction State Tax Benefits provided however
 provided Auditor
 13




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Determination Date Final Closing Date Net Debt Final Net Working Capital
 Adjustment Amount minus plus minus
 Increase Amount Deficit Amount Shortfall Amount provided however
  14




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Covenant Not to Compete
 Covered Persons Competing
Business
 provided however
  15




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Allocation of Purchase Price provided however
 ARTICLE 3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER
  Organization and Qualification of the Company and Seller
 16




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Authorization
 Capitalization of the Company
 Subsidiaries
 17




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No Conflict
 Consents and Governmental Approvals
 Financial Statements
 December 31, 2006 Balance
Sheet Financial Statements
  18




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Absence of Certain Changes or Events
         19
                Absence of Litigation
  20




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Compliance with Laws
 Licenses
 Material Contracts
 Material
Contracts
    21




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22




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force majeure
 Company Property Company Property
 23




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Real Property
 Real Property
    24




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Intellectual Property Rights
 Employee Benefit Matters
  Representations
 Pension Plans
 25




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Multiemployer Plans
 Welfare Plans
    Benefit Arrangements
 Unpaid Contributions
 26




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No Acceleration or Creation of Rights
 Labor Matters Employment Laws
 Environmental Matters
   27




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CERCLA
      28




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Tax Matters
   Pre-Closing Partial Period
   Taxpayers 29
               30
         Insurance
    Customers, Distributors and Suppliers
  31
        Affiliate Transactions Related Party
Transaction
 Accounts Receivable
 Inventory provided
 Brokers
 Full Disclosure
 32




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ARTICLE 4.
 REPRESENTATIONS AND WARRANTIES OF PURCHASER
  Organization and Authority of Purchaser
 No Conflict
    33




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Consents and Governmental Approvals
 Absence of Litigation
 Brokers
 ARTICLE 5.
 ADDITIONAL AGREEMENTS
 Conduct of Business Prior to the Closing
    34




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35




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36
        Access to Information
 provided however
  provided
 Confidentiality provided DAE
 37




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Regulatory and Other Authorizations, Consents
 Further Action
 38




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Notification of Certain Matters
 provided however
 provided however 39
         Cooperation with Financing
 Exclusivity
 Affiliate Transactions
 Insurance
 40




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Employee Plans; Employees
 COBRA
  Seller 401(k) Plan
 Release of Guarantees.
 License.
 Financing
 41




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Lenders
 ARTICLE 6.
 CONDITIONS TO CLOSING
 Joint Conditions to the Obligations of each of Seller and Purchaser
 Governmental Consents
 No Order
 Conditions to Obligations of Seller
 Representations and Warranties, Covenants 42
        Ancillary Agreements
 Release
 General
 Conditions to Obligations of Purchaser
 Representations and Warranties; Covenants
 Third Party Consents
 Release of Encumbrances
 43




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Legal Opinion
 Ancillary Agreements
 Resignation of Officers and Directors
 FIRPTA Certificate
 Material Adverse Change
 Financing Financing Commitment Letter
 General
 ARTICLE 7.
 INDEMNIFICATION
 Survival provided however provided however
 44




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Indemnification
 Seller Indemnification. Purchaser Indemnified Parties
 Purchaser Indemnification Seller Indemnified Parties
 Claim Procedure. Claim Claim Notice 45
      Tax Claim Third Party Notice provided provided however provided however
 46
      Limitations on Indemnification Obligations of Seller. Basket Amount Indemnification Cap provided however
 Limitations on Indemnification Obligations of Purchaser. provided however
 Determination of Losses.
 Survival. provided 47
        Waiver and Release by Seller. Related
Persons Releasee Releasees
 Access to Escrow. provided
 Release of Escrow plus
 48
        Non-Reliance
 Sole Remedy provided
 ARTICLE 8.  TAX MATTERS
 General Tax Matters
 49
       Pre-Closing Tax Returns Straddle
Period Tax Returns
   50
      Transfer Taxes Transfer Taxes
 Treatment of Indemnity and Other Payments
 Conflict with Article 7
 ARTICLE 9.  TERMINATION
 Termination
  provided however
  51
      provided however
  Effect of Termination provided however
 ARTICLE 10.  GENERAL PROVISIONS
 Expenses
 Notices
 52
      (A)
    
    if to Seller or any shareholder of Seller, to:TSS Holdings, Inc.
1201 Hillsmith Drive
Cincinnati, Ohio 45215
Telephone: (513) 772-7000, Ext. 1123
Facsimile: (513) 772-2938
Attention: C. Brent Nicholswith a copy to:Keating Muething & Klekamp PLL
One East Fourth Street
Suite 1400
Cincinnati, Ohio 45202
Telephone: (513) 579-6400
Facsimile: (513) 579-6457
Attention: Stephen M. Goodson
 (B)
    
    if to the Company prior to Closing, to:TSS Aviation, Inc.
1201 Hillsmith Drive
Cincinnati, Ohio 45215
Telephone: (513) 772-7000, Ext. 1128
Facsimile: (513) 772-2938
Attention: Scott Nicholswith a copy to:Keating Muething & Klekamp PLL
One East Fourth Street
Suite 1400
Cincinnati, Ohio 45202
Telephone: (513) 579-6400
Facsimile: (513) 579-6457
Attention: Stephen M. Goodson
 (C)
    
    if to Purchaser, or if to the Company following Closing, to:Standard Aero Holdings, Inc.
500-1780 Wellington Avenue
Winnipeg, Manitoba, R3H 1B3
Canada
Telephone: (204) 987-8860
Facsimile: (204) 784-9647
Attention: Brad Bertouille
 53
      with a copy to:c/o The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington, DC 20004
Telephone: (202) 729-5626
Attention: Doug Brandely
Facsimile: (202) 347-1818and:Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004
Telephone: (202) 637-2200
Attention: Paul F. Sheridan, Jr.
Facsimile: (202) 637-2201
 Public Announcements
 Headings
 Severability
 Entire Agreement
 Assignment
 54
      provided however
 No Third-Party Beneficiaries
 Waivers and Amendments
 Specific Performance
 Governing Law
 55
      Counterparts
 [Remainder of this page intentionally left blank]
 56
      The Company
    TSS AVIATION, INC.By:Name:Title: Seller
    TSS HOLDINGS, INC.By:Name:Title: Purchaser
    STANDARD AERO, INC.By:Name:Title: provided
 By:Name:
    C. Brent NicholsBy:Name:
    Mark NicholsBy:Name:
    Scott Nichols
      DISCLOSURE SCHEDULE
 [Attached]
      EXHIBIT A
 EXHIBIT A
 FORM OF EMPLOYMENT AGREEMENT
 THIS AGREEMENT MADE IN DUPLICATE
 BETWEEN:
 Scott Nichols
 OF THE FIRST PART
  Standard Aero, Inc.
 OF THE SECOND PART
 
 EMPLOYMENT AGREEMENT
      EXHIBIT A
 THIS
AGREEMENT MADE IN DUPLICATE
 BETWEEN
 Scott Nichols
 OF THE FIRST PART
  Standard Aero, Inc.
 OF THE SECOND PART
  WHEREAS
 WHEREAS
 AND WHEREAS
 NOW THEREFORE WITNESSETH
   2
      EXHIBIT A
          3
      EXHIBIT A
      4
      EXHIBIT A
       IN WITNESS WHEREOF
 Signed in the presence of:
    
    
    )
)
))Witness
    
    
    
    
    
    
    
    Scott NicholsStandard Aero, Inc.Per:
 5
      EXHIBIT B
 EXHIBIT B
 FORM OF ESCROW AGREEMENT
  RECITALS
    AGREEMENT
  Escrow Agent Appointment
 Receipt of Indemnification Escrow Fund
      EXHIBIT B
   Investment of Escrow Funds
 The parties to this Escrow Agreement acknowledge that non-deposit investment products are
not obligations of, or guaranteed by Citibank / Citigroup, Inc. or any of its affiliates; are not
FDIC insured; and are subject to investment risks, including the possible loss of principal amount
invested. Only deposits in the United States are subject to FDIC insurance.
  2
      EXHIBIT B
  Taxes
 3
      EXHIBIT B
 Disbursements from Escrow Funds
      4
      EXHIBIT B
  Duties of the Escrow Agent
       5
      EXHIBIT B
      Indemnification of the Escrow Agent
 6
      EXHIBIT B
  Resignation of the Escrow Agent
 Fees and Expenses
 Notices
  
 7
      EXHIBIT B
   
  
  
  
  
 8
      EXHIBIT B
 
  Assignment
 Severability
 Specific Performance
 Waiver of Jury Trial
 Miscellaneous
 9
      EXHIBIT B
 Governing Law
 Counterparts
 Force Majeure
 Use of Citibanks Name No printed or other material in any language, including
prospectuses, notices, reports, and promotional material which mentions Citibank by name or the
rights, powers, or duties of the Escrow Agent under this Escrow Agreement shall be issued by any
other parties hereto, or on such partys behalf, without the prior written consent of the Escrow
Agent.
  10
      EXHIBIT B
  STANDARD AERO, INC., as PurchaserBy:Name:Title:TSS HOLDINGS, INC., as SellerBy:Name:Title:CITIBANK, N.A., as Escrow AgentBy:Name:Title: 11
      EXHIBIT B
 SCHEDULE A
  12
      EXHIBIT B
 SCHEDULE B
 Fees and Expenses of Escrow Agent
 Acceptance Fee
  WAIVED
 Administration Fee
  Pricing Option I
 Escrowed funds invested and reinvested in the Citibank
Institutional Market Deposit Account, an FDIC insured money
market deposit obligation of Citibank, N.A
 Fee
 Pricing Option II
 Escrowed funds to be invested and reinvested in options other
than the Citibank Institutional Market Deposit Account, such
as United States Treasury Bills or US Agency securities
 Fee
  1099 Tax Preparation Fee
  WAIVED
 13
      EXHIBIT B
 Transaction Fees
 WAIVED
 Legal Fees
 At cost, if applicable.
 Other Fees
 $2,500
 14
      EXHIBIT C
 FORM OF LEGAL OPINION
 Edward E. Steiner  Direct Dial: (513) 579-6468  Facsimile: (513) 579-6457  E-Mail: esteiner@kmklaw.com
 
 
  Company Seller Purchaser Agreement
   
   15
      EXHIBIT B
      EXHIBIT B
      (a)
    
    the legality, validity and enforceability of any rights and
remedies provided in the Agreement and Ancillary Agreements are subject to
exceptions provided by bankruptcy, insolvency, reorganization, receivership,
moratorium, assignment for the benefit of creditors laws or similar laws now
or hereafter in effect affecting the validity, legality and
binding effect and enforceability of creditors rights generally, including,
without limitation, statutory or other laws regarding fraudulent transfers
      EXHIBIT B
 and conveyances or preferential transfers, and to concepts of
public policy;(b)
    
    specific performance, injunctive relief or other traditional
equitable remedies may not be available as they are subject to the discretion
of the court before which any proceeding with respect thereto may be brought;(c)
    
    rights to indemnification may be limited by federal or state
securities law;(d)
    
    we express no opinion with respect to any provision for
submission to jurisdiction or related waivers of defenses to such jurisdiction
contained in the Agreement and Ancillary Agreements.
  Sincerely,
KEATING MUETHING & KLEKAMP PLLBy:Edward E. Steiner