Asset Purchase Agreement





EXECUTION COPY





ASSET PURCHASE AGREEMENT 






        THIS ASSET PURCHASE AGREEMENT
(the “Agreement”), dated as of November 13, 2003, is made by and
between ROHN INDUSTRIES, INC., a Delaware corporation (“Seller”), and
SPX CORPORATION, a Delaware corporation (“Purchaser”).



RECITALS 



        Seller
is a manufacturer and installer of telecommunications infrastructure equipment for the
wireless industry (the “Business”). Its products, including towers, poles,
related accessories and antennae mounts, are used in cellular, PCS, radio and television
broadcast markets. Seller is currently a debtor in possession in the jointly administered
bankruptcy cases, Case No. 03-17287-AJM-11) (the “Chapter 11 Case”), under
Chapter 11 of Title 11 of the United States Code, as amended and the rules and regulations
promulgated thereunder (the “Bankruptcy Code”) in the United States Bankruptcy
Court for the Southern District of Indiana (the “Bankruptcy Court”). Purchaser
desires to purchase from Seller, and Seller desires to sell to Purchaser, certain core
assets and properties of the Business, on the terms and subject to the conditions set
forth in this Agreement and in accordance with Sections 105, 363 and 365 of the Bankruptcy
Code.



        NOW,
THEREFORE, the parties, intending to be legally bound, agree as follows:




ARTICLE I. 




PURCHASE AND SALE OF ASSETS 



        
Section 1.1.        
Purchase and Sale; Acquired and Excluded Assets.



                
(a)        
Acquired Assets. On the terms and subject to the conditions set forth in
this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and
deliver to Purchaser, and Purchaser shall purchase and accept from Seller, free
and clear of all Liens, all of Seller’s right, title and interest in and to
all of the assets of Seller (other than the Excluded Assets), including without
limitation the following (the “Acquired Assets”):



	 	
1.        
Inventory.    All of the (i) finished goods, (ii) work in process, raw
materials, operating supplies, packaging and shipping materials, and (iii)
replacement, spare and component parts, associated with towers and accessories
necessary to fulfill open purchases orders and contracts, including the items
listed on the attached Schedule 1.1(a)-1;







	 	
2.        
Equipment, Tooling, Etc.    All owned personal property, including all
machinery, equipment, fixtures, tools, dies, designs, office fixtures,
furniture, business machines, computers and computer hardware, networks,
servers, mobile phones, PDA’s, vehicles and other tangible personal
property and all related spare, replacement or maintenance parts and tools,
including those items listed on the attached Schedule 1.1(a)-2;











	 	
3.        
Designated Contracts.    All rights and interest of Seller in, to and under
the Designated Contracts;







	 	
4.        
Real Property and Fixtures:    All right, title and interest of Seller, in
and to the real property and improvements located in Frankfort, Indiana, as more
fully described in the legal description appended hereto as Schedule
1.1(a)-4, and all fixtures to such real property and improvements (the
“Real Property”);







	 	
5.        
Designated Peoria Property:    All rights and interest in engineering
software, documentation, and hardware associated with engineering and drafting
functions, and certain production fixtures, equipment, tooling, and dies
associated with the manufacture of towers and accessories, or office furniture
or equipment associated with any Rehired Employees or retained business records,
currently located at or associated with Seller’s Peoria, Illinois facility,
as designated on the attached Schedule 1.1(a)-5;







	 	
6.        
Other Contracts.    All rights and interests of Seller in, to and under
confidentiality, non-solicitation, non-competition or invention assignment
agreements (but not employment agreements) signed by former and current
employees of Seller and other parties in favor of Seller or its predecessors and
all rights in favor of Seller or its predecessors under any other Contracts
related to the Business as it relates to the Acquired Assets including but not
limited to all of Seller’s rights (but not its obligations) under that
certain License and Nondisclosure Agreement dated as of October 12, 1998,
between ROHN Industries, Inc. and/or one of its subsidiaries, ROHN Products
International, L.C. Naval Construction Ltd. Group and all of their affiliated
companies;







	 	
7.        
Permits and Licenses.    All Permits, franchises, licenses, certificates of
authority, authorizations, registrations, bonds, approvals, qualifications,
certifications and listings or the like (each, a “Permit”) with
respect to the Business and the Acquired Assets issued to Seller by any
government or governmental unit, agency, board, body or instrumentality, whether
federal, state or local and all applications therefor pertaining to the Business
and the Acquired Assets, all to the extent assignable;







	 	
8.        
Intellectual Property.    All rights and interest of Seller in, to and
under any Intellectual Property including, but not limited to, the trade names
“ROHN Industries, Inc.” and “ROHN”, except for Intellectual
Property excluded under Section 1.1(b)(18) of this Agreement;












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9.        
Prepaid Items.    All prepaid and similar items with respect to the
Acquired Assets, including without limitation advance payments and security
deposits, all to the extent assignable to Purchaser;







	 	
10.        
Books and Records.    All files, data, documents, instruments, papers,
books and records of every kind (in whatever form or medium) relating to the
Acquired Assets or Assumed Liabilities, including, without limitation, (a) all
Designated Contracts, (b) all records and lists pertaining to the Acquired
Assets including Designated Contracts, and (c) originals or copies of all
books, ledgers, files, reports, plans, drawings and operating records of every
kind maintained by Seller in connection with the Acquired Assets and Designated
Contracts, but excluding the originals of Seller’s corporate minute books,
stock books and tax returns and copies of the foregoing to the extent related to
the Excluded Assets; and subject to a services agreement to be negotiated in
good faith between the parties to allow Seller access to the Frankfort facility,
equipment, and records for the purpose of collecting accounts receivable,
completing tax returns, pursuing causes of action that remain with the
bankruptcy estate, fulfilling other financial and reporting requirements as
debtor in possession under Seller’s chapter 11 cases, and providing access
to Seller and its auctioneer for the purpose of selling Inventory not purchased
by Purchaser; and







	 	
11.        
Actions.    All causes of Action, choses in Action, rights of recovery,
rights of set-off, rights of enforcement including injunctive relief, and claims
of any kind, against any Person, in each case to the extent related to the
Acquired Assets or Assumed Liabilities, including without limitation, any liens,
security interests, pledges or other rights to payment or to enforce payment in
connection with products or services delivered by Seller on or prior to the
Closing Date and including all rights and injunctive relief in favor of Seller
arising out of the order of the United States Bankruptcy Court for the Northern
District of Illinois in the bankruptcy cases of UNR-ROHN, Inc. (Indiana) and
related debtors (case numbers 82 B 9841-9845, 82 B 9847, 82 B 9849 and 82 B
9851) entered on June 1, 1989, a copy of which is attached as Schedule
1.1(a)-(11).







                
(b)        
Excluded Assets.    “Excluded Assets” means, notwithstanding
anything in Section 1.1(a) to the contrary, subject to the terms of the
Agreement, the following assets, rights and properties of Seller:



	 	
1.        
all rights of Seller under the Agreement;







	 	
2.        
inventory not associated with towers and accessories necessary to fulfill open
purchases orders and contracts;







	 	
3.        
all real and personal property associated with Seller’s Peoria, Illinois
facility, except for the property described in Section 1.1(a)(5) above;







	 	
4.        
any cash, cash equivalents and marketable securities of Seller on hand on the
Closing Date and including specifically all rights with respect to the $2
million cash escrow related to an existing consent decree with the State of
Tennessee Environmental Protection Agency for on-going clean up work;












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5.        
all accounts receivable;







	 	
6.        
all Actions, claims and rights related to the Platinum lawsuit;







	 	
7.        
all Actions, claims and rights of the Seller against Cooper Heat MQS;







	 	
8.        
the construction business including the Construction Commonwealth of
Pennsylvania contract;







	 	
9.        
all avoidance Actions under the Bankruptcy Code;







	 	
10.        
all corporate seals, minute books, charter documents, corporate stock record
books, registers of other securities, original tax and financial records and
such other books and records as pertain to the organization, existence, share
capitalization or debt financing of Seller, and any files, books and records
relating to Seller’s Affiliates or otherwise relating to any Excluded
Assets;







	 	
11.        
all notes receivable from Affiliates of Seller;







	 	
12.        
all of Seller’s capital stock or other equity interest;







	 	
13.        
all of the Seller’s assets located or previously used in Mexico, Brazil,
Alabama, or Arizona and listed on Schedule 1.1(b)-13;







	 	
14.        
four vehicles located at or associated with Seller’s Frankfort, Indiana,
facility, as listed on the attached Schedule 1.1(b)-14;








	 	
15.        
any losses, loss-carry forwards and rights to receive refunds, credits and
loss-carry forwards with respect to any and all federal and state income Taxes
of Seller;







	 	
16.        
any and all rights under or related to any and all Benefit Plans, or any plans,
agreements or arrangements relating to compensation or benefits, that are now or
ever have been maintained or contributed to by Seller or any member of its
Control Group (as defined under IRS Code Section 414(b), (c) or (m));







	 	
17.        
any and all rights under or related to any and all Collective Bargaining
Agreements;







	 	
18.        
Intellectual Property solely related to Seller’s former enclosure shelter
division; and







	 	
19.        
any Actions or claims related to or against Integrity Insurance Company and
Bryanston Insurance Company.













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(c)        
Purchase by Designee.    At any time prior to
Closing, Purchaser may direct that Seller’s right, title and interest to
certain Acquired Assets be sold to a Designee in connection with approval of
this Agreement and entry of the Sale Order and contemporaneously therewith or as
soon as practicable thereafter, and subject to the rights, protections, and
obligations of Purchaser under this Agreement and the Sale Order to the extent
approved by the Court. Nothwithstanding such designation and anything in this
Section 1.1(c) to the contrary, however, Purchaser shall be solely obligated for
payment of the Purchase Price and Escrow Deposit in accordance with Section 1.4
below.





        
Section 1.2.    Contract Rejection and Assumption. 



                
(a)        
Purchaser may from time to time prior to the Closing add to the Acquired Assets
any executory contract or lease of the Seller (a “Designated
Contract”) by providing notice to Seller. Such designation shall not modify
the Purchase Price. Prior to Closing, Purchaser shall be entitled to remove any
Designated Contract from the Acquired Assets list without penalty. If any
executory Contract so added to the Designated Contracts cannot reasonably be
assumed and assigned at the Closing, Seller shall expeditiously seek and effect
the assumption and assignment to Purchaser of such Contracts after the Closing,
but in any event within 30 days after the Closing. 




                
(b)        
Purchaser may from time to time after the Closing, but not later than 30 days
after the Closing, request that Seller file a motion to assume and assign any
additional executory Contract to Purchaser, provided that Seller has not
previously rejected such Contract. Seller shall use its reasonable best efforts
to effectuate such assumption and assignment. 



                
(c)        
Pursuant to Section 1.2(a) and (b) above, Purchaser may direct that a
Designated Contract be assumed and assigned to a Designee, subject to an order
approving such assumption and assignment, which Designee shall directly assume
responsibility for any cure payments on such Designated Contracts pursuant to
Section 1.3(a) below. Seller shall have a reasonable opportunity to review each
such designation to determine whether the Designee has the financial ability to
perform and can meet the requirements of Section 365(f) of the Bankruptcy Code,
provided that Seller may reject such designation only if it determines,
in its reasonable business judgment, that such Designee does not satisfy such
requirements. Seller’s reasonable rejection of any such designation shall
not be a breach of Seller’s representations, warranties, or covenants and
shall not be a failure of conditions precedent to Closing or otherwise entitle
Purchaser to terminate this Agreement. 





        
Section 1.3.    Assumed and Excluded Liabilities. 



                
(a)         On the terms and subject to
the conditions set forth in this Agreement, at the Closing, Purchaser (or, if
applicable, its Designee) shall assume from Seller and thereafter pay, perform
or discharge in accordance with their terms, Seller’s cost to cure all
monetary defaults arising under all Designated Contracts pursuant to Section
365(b) of the Bankruptcy Code (the “Assumed
Liabilities”). 









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(b)        Except for the Assumed
Liabilities, Purchaser (or, if applicable, its Designee) will not assume and
shall not become liable to pay, perform or discharge any Liability whatsoever of
Seller or its Affiliates or relating to any of the Acquired Assets or the
Business, including but not limited to the following:





	 	
(i)        Seller’s liabilities or
obligations under this Agreement and any Exhibits or Schedules attached
hereto;







	 	
(ii)        Seller’s liabilities
or obligations for expenses or fees incident to or arising out of the
negotiation, preparation, approval or authorization of this Agreement or the
consummation of the transactions contemplated herein, including without
limitation the fees and expenses of Seller’s attorneys, accountants,
brokers, and other advisors;







	 	
(iii)        any Liabilities under or
related to any and all Benefit Plans, or any plans, agreements or arrangements
relating to compensation or benefits, that are now or ever have been maintained
or contributed to by Seller or any member of its Control Group (as defined under
IRS Code Section 414(b), (c) or (m)),







	 	
(iv)        any Collective Bargaining
Agreements;







	 	
(v)        any Liabilities pursuant to
any Contract that is not, or is no longer deemed to be pursuant to Section 1.2,
a Designated Contract;







	 	
(vi)        other than cure amounts
constituting Assumed Liabilities, any Liabilities (including Liabilities in
respect of advances or loans, occupational safety, workers’ or
workmen’s compensation, grievance proceedings or actual or threatened
litigation, suits, claims, demands or governmental proceedings) that arose or
were incurred on or before the Closing, or that are based on events occurring or
conditions existing on or before the Closing, or that arose out of or related to
the ownership, operation, use or control of the Acquired Assets or the Business
prior to the Closing;







	 	
(vii)        any liability or
investigatory, corrective or remedial obligation (contingent or otherwise, and
including any liability or obligation for response costs, personal injury,
property damage or natural resource damage), whenever arising or occurring,
arising under any local, state or federal environmental and safety requirements
with respect to the Seller, the Seller’s Business, the Acquired Assets, the
Designated Contracts, the Real Property or any other current or former
operations or facilities of Seller or the Business (including without limitation
any arising from the on-site or off-site release, threatened release, treatment,
storage, disposal, or arrangement for disposal of any hazardous or toxic
materials, substances, or wastes), whether or not constituting a breach of any
representation or warranty herein or whether or not set forth on any disclosure
schedule hereto (collectively, the “Environmental 
Liabilities”);












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(viii)        any liabilities and
obligations of Seller for federal, state, local or foreign Taxes that have
accrued prior to the Closing Date, whether or not assessed, invoiced, or due and
payable by the Closing Date, including but not limited to any liabilities
related to Taxes arising as a result of such Seller at any time being a member
of an affiliated group as defined in Section 1504(a) of the IRS Code, with any
necessary prorations for Taxes in connection with Closing to be made in
accordance with local custom and usage; and







	 	
(ix)        any liabilities and
obligations of Seller for utility services related to any of the Acquired Assets
or Designated Contracts, such as gas, electricity, water and sewer, to and
through the Closing Date, based on a final reading for any utility service or,
where such is unavailable as of the Closing Date, based on a daily proration of
such costs when the first bill covering the period including the Closing Date is
received.








        
Section 1.4.    Purchase Price; Escrow Deposit.


                
(a)        Purchase Price. In consideration for the Acquired Assets, Purchaser shall pay
to Seller at the Closing the amount of $5,450,000 (the “Purchase
Price”). The Purchase Price shall be paid by wire transfer of immediately
available funds at the Closing. At least one business day prior to the Closing
Date, Seller shall provide to Purchaser in writing the account information for
payment of the Purchase Price. Except as otherwise provided herein with respect
to prorations, Purchaser shall have no right to setoff or otherwise reduce the
Purchase Price prior to or at the Closing; provided, however, that the
foregoing shall not be construed to waive or otherwise affect any condition
precedent to Purchaser’s obligation to effectuate the Closing or any right
to terminate this Agreement.


                
(b)        Escrow Deposit. Within five (5) business days of the execution of this
Agreement, Purchaser shall deposit with LaSalle Bank National Association (the
“Escrow Agent”) either a cash payment (the “Cash Deposit”)
or an irrevocable stand-by letter of credit, in a form mutually agreed upon by
the parties (the “Letter of Credit”), in the amount of $545,000. The
Cash Deposit or Letter of Credit, as applicable, including any interest earned
thereon, are sometimes referred to in the Agreement collectively as the
“Escrow Deposit.” The Escrow Deposit shall be held by the Escrow Agent
in accordance with the terms of an escrow agreement of a form mutually agreeable
to the parties (the “Escrow Agreement”). The Escrow Deposit shall be
nonrefundable except in accordance with Section 7.4. The parties shall jointly
instruct the Escrow Agent to deliver the Escrow Deposit to Seller, which amount
shall be credited against payment of the Purchase Price unless returned to
Purchaser pursuant to this Section 1.4(b). Purchaser, in its sole discretion,
may at any time replace any Letter of Credit held as part of the Escrow Deposit
with an equal amount of cash, in which case the Letter of Credit shall be
promptly returned to Purchaser. The Escrow Deposit shall be credited against
payment of the Purchase Price if Purchaser and Seller consummate the Closing,
irrespective of whether Seller had previously accepted a competing bid or
otherwise.




        Section
1.5.    Allocation of Purchase
Price.    The Purchase Price and the Assumed
Liabilities shall be allocated to the Acquired Assets for all purposes
(including tax and financial accounting purposes) in a manner agreed to by
Purchaser and Seller in good faith. Purchaser and Seller shall file all tax
returns (including amended returns and claims for refund) and information
reports in a manner consistent with such values. Purchaser shall prepare and
deliver to Seller, within sixty (60) days after the determination of the
Purchase Price after adjustment by the Adjustment Amount (if any), a Form 8564
as required to be filed under section 1060 of the IRS Code. Such allocation of
the Purchase Price will not be binding in the Chapter 11 Case upon Seller’s
creditors or other parties in interest.








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ARTICLE II. 




THE CLOSING 




        Section
2.1.     Closing.    The
consummation of the transactions contemplated by this Agreement (the
“Closing”) shall take place at the offices of Gardner, Carton &
Douglas LLP, 191 North Wacker Drive, Chicago, Illinois 60606 (i) one (1)
business day after all the conditions set forth in Article VI have been
satisfied or waived, but in no event later than the end of the business day on
January 15, 2004, or (ii) such other time, date, and place as shall be agreed
upon by the parties (the actual date of the Closing being herein referred to as
the “Closing Date”). In lieu of attending the Closing, the parties may
exchange documents via facsimile transmission or overnight mail in a mutually
acceptable manner.




        Section
2.2.     Certain Deliveries at
Closing.    At the Closing, Seller will deliver or cause
to be delivered to Purchaser all of the Acquired Assets and the following
documents:


        
        
(a)        a bill of sale in a form acceptable to Purchaser, duly executed by Seller,
covering the conveyance of the Acquired Assets to Purchaser;


        
        
(b)        assignment and assumption agreement a form acceptable to Purchaser, duly
executed by Seller, covering the conveyance of the rights and the assumption of
any obligations under the Designated Contracts and any other assumption of
rights and obligations by Purchaser;



        
        
(c)        a limited warranty deed in recordable form conveying merchantable title to the
Real Property to Purchaser free and clear of all liens, claims and encumbrances
other than any permitted exceptions;



        
        
(d)        intellectual property assignments in forms acceptable to Purchaser, duly
executed by Seller, covering the conveyance of all of Seller’s right,
title, and interest in and to the purchased intellectual property including but
not limited to any federally registered trade names, trademarks, patents, or
copyrights;



        
        
(e)        a certified copy of the resolutions adopted by the Board of Directors of ROHN
Industries, Inc., authorizing Seller to execute and deliver this Agreement and
perform all of its obligations hereunder;


        
        
(f)        such other documents or instruments as may be reasonably required by Purchaser
to consummate the Closing or to effect the conveyance to Purchaser of good and
marketable title to the Acquired Assets, all in accordance with and subject to
the terms and conditions of this Agreement; and








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(g)        a certified copy of the Bankruptcy Court order approving the sale and
assignments contemplated herein, which order shall specifically provide, among
other things, that Purchaser shall not assume any Collective Bargaining
Agreement or any obligation with respect thereto.




ARTICLE III. 




REPRESENTATIONS AND WARRANTIES OF SELLER 




        Seller
represents and warrants to Purchaser as follows:




        Section
3.1.    Organization.    Seller
is validly existing and in good standing under the laws of the jurisdiction of
its formation and in each jurisdiction where the operation of the Business
requires such qualification.




        Section
3.2.    Authority Relative to this
Agreement.    Subject to an order of the Bankruptcy
Court approving the transactions contemplated by this Agreement in accordance
with Sections 363 and 365 of the Bankruptcy Code, in a form reasonably
acceptable to Purchaser (the “Section 363/365 Order”), having been
entered by the Bankruptcy Court and having become a Final Order, this Agreement
has been duly and validly authorized, executed and delivered by Seller and
constitutes a valid and binding agreement of Seller, enforceable against Seller
in accordance with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium, and other laws affecting creditors’ rights
generally from time to time in effect and to general equitable
principles.





        Section
3.3.    Consents and
Approvals.    Except as required by the Bankruptcy
Court, no consent, approval, or authorization of, waiver from or declaration,
filing, or registration with, any Governmental Authority or other Person (each,
a “Consent”) is required to be made or obtained in connection with the
execution, delivery, and performance of this Agreement by Seller and the
consummation of the transactions contemplated hereby.




        Section
3.4.    No Violations.    Neither
the execution, delivery or performance of this Agreement by Seller, nor the
consummation the transactions contemplated hereby, will (a) violate any Order
applicable to Seller or its properties or assets, or (b) cause the suspension or
revocation of any Permit for Seller to conduct the Business as currently
conducted.




        Section
3.5.    Title to Acquired
Assets.    Seller owns good and valid title to all of
the Acquired Assets, free and clear of all Liens, except for liens and
encumbrances described on the attached Schedule 3.5, all of which will be
released on the Closing Date. Upon the Section 363/365 Order having been entered
by the Bankruptcy Court and in accordance with the terms of the Section 363/365
Order and the Bankruptcy Code, Seller (a) shall have the power and right to
sell, assign, transfer and deliver to Purchaser the Acquired Assets and (b) on
the Closing Date shall sell, assign, transfer and deliver to Purchaser the
Acquired Assets free and clear of all Liens (with all such Liens on the Acquired
Assets attaching to the Purchase Price proceeds subject to the same priority as
in the Acquired Assets).








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        Section
3.6.    Sufficiency of Acquired
Assets.    Except as otherwise disclosed on Schedule
3.6, the Acquired Assets are all of the assets, whether tangible or
intangible, real or personal, that are used in or necessary for the conduct of
Seller’s tower and accessories operations as currently conducted by Seller
in the Frankfort, Indiana facility and as supported by engineering and
intellectual property and/or use of the Acquired Assets as currently conducted
or used.



        Section
3.7.    Real Property.    
(a)    Except as set forth on
Schedule 3.7, with respect to the Real Property:



	 	
(i)        Seller has good and
marketable indefeasible fee simple title, free and clear of all Liens;







	 	
(ii)        Seller has not leased or
otherwise granted to any person the right to use or occupy such Real Property or
any portion thereof; and







	 	
(iii)        there are no outstanding
options, rights of first offer or rights of first refusal to purchase such Real
Property or any portion thereof or interest therein.








                
(b)        All buildings, structures,
fixtures, buildings systems and equipment and all components thereof, including
the roof, foundation, load-bearing walls and other structural elements thereof:
heating, ventilation, air conditioning, mechanical, electrical, plumbing and
other building systems, environmental control, remediation and abatement
systems; sewer, storm and waste water systems, irrigation and other water
distribution systems, parking facilities, fire protection, security and
surveillance systems, and telecommunications, computer, wiring and cable
installations, included in the Real Property (the
“Improvements”) are, subject to ordinary wear and tear, in
satisfactory condition and repair. There are no structural deficiencies or
latent defects known to Seller affecting any of the Improvements and there are
no facts or conditions known to Seller affecting any of the Improvements which
would, individually or in the aggregate, interfere in any material respect with
the use or occupancy of the Improvements or any portion thereof.




        Section
3.8.    Contracts.    True and complete copies of each
written Designated Contract as defined in Section 1.2 (or written summaries of
the terms of any oral Designated Contract) have been previously made available
to Purchaser. To the best of Seller’s knowledge, all Designated Contracts
are valid, binding and enforceable in accordance with their terms and such
Designated Contracts are in full force and effect, except to the extent that
enforceability may be limited by bankruptcy, insolvency, fraudulent transfer,
moratorium, reorganization and other laws affecting the enforcement of
creditors’ rights generally and by general principles of equity. Upon the
cure of defaults in accordance with Section 9.1, Seller will have cured the
obligations required pursuant to each Designated Contract and the Bankruptcy
Court to have been performed by it through the Closing Date. Other than the
defaults to be cured in accordance with Section 9.1, there has not occurred any
default (or event which, with the giving of notice or the lapse of time, or
both, could constitute a default) under any of the Designated Contracts as of
the date hereof.









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        Section
3.9.    Compliance with Laws;
Permits; Certain Operations.    Except as set forth on
the attached Schedule 3.9:




                
(a)        
Seller is in compliance and has complied with all applicable laws, ordinances,
codes, rules, requirements and regulations of foreign, federal, state and local
governments and all agencies thereof relating to the operation of the Business
and the use or ownership of the Acquired Assets and no notices have been
received by and no claims have been filed against Seller alleging a violation of
any such laws, ordinances, codes, rules, requirements or regulations;




                (b)
        
Seller has, with respect to the Acquired Assets, complied with all applicable
laws relating to the employment of labor, including provisions thereof relating
to wages, hours, equal opportunity, non discrimination, collective bargaining
and the payment of social security and other Taxes;




                
(c)        
Seller holds all permits, licenses, certificates, accreditations or other
authorizations of foreign, federal, state and local governmental agencies
required for the conduct of the Business and ownership or use of the Acquired
Assets, and the attached Schedule 3.9(c) and the attached Schedule
3.10 sets forth a list of all such material permits, licenses, certificates,
accreditations and other authorizations. Seller is in compliance and has
complied with all terms and conditions of any such required permits, licenses,
accreditations and authorizations; and




                (d)
        No officer, director, employee,
consultant, advisor or agent of Seller has been or is authorized to make or
receive, and Seller has no knowledge of any of its officers, directors,
employees, consultants, advisors or agents making or receiving any bribe,
kickback payment or other illegal payment at any time with respect to the
Business.



        Section 3.10.    
Environmental and Safety Matters.    Except as set forth in Schedule 3.10:




                (a)
        With respect to the Business and the Acquired Assets, Seller has complied and is
in compliance with all Environmental and Safety Requirements.




                
(b)        
Without limiting the generality of the foregoing, Seller has obtained and
complied with and is in compliance with, all permits, licenses, approvals, and
other authorizations that may be required pursuant to Environmental and Safety
Requirements for the operation of the Business and/or use of the Acquired
Assets, subject to such exceptions as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, and all
such permits, licenses, approvals and authorizations may be relied upon by Buyer
for lawful operation of the Business on and after the Closing without transfer,
reissuance or other governmental action. A list of all such material permits,
licenses, approvals, accreditations, certifications and other authorizations is
set forth on Schedule 3.10.



                
(c)        
Seller has not received any written or oral notice, report or other information
regarding any actual or alleged violation of any liabilities or potential
liabilities (whether accrued, absolute, contingent, unliquidated or otherwise),
including any investigatory, remedial or corrective obligations, arising under
Environmental and Safety Requirements and relating to the Business.







- 11 -








                
(d)        
None of the following exists at any property or facility operated by Seller in
connection with the Acquired Assets;



	 	
(i)         Underground storage tanks;







	 	
(ii)        
Asbestos-containing material in any form or condition;







	 	
(iii)        Materials or equipment containing polychlorinated biphenyls; or







	 	
(iv)        Surface impoundments or other waste disposal units.









        
        (e)        
With respect to the Business and/or the Acquired Assets, neither Seller nor any
of its affiliates or, to Seller’s knowledge, predecessors has treated,
stored, disposed of, arranged for or permitted the disposal of transported,
handled or released any substance, including any hazardous substance, or owned
or operated any facility or property (and no such property or facility is
contaminated by any such substance), so as to give rise to liabilities
(including liabilities for response costs, natural resource damages or attorneys
fees), or any investigatory, corrective or remedial obligations, under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (“CERCLA”), or other Environmental and Safety
Requirements.




        (f)       
 With respect to the Acquired Assets, Seller has not, either expressly or, to its
knowledge, by operation of law, assumed, undertaken, other otherwise become
subject to any liability, including any obligation for corrective or remedial
action, relating to the Environmental and Safety Requirements.




        Section
3.11.    Intellectual
Property.    Schedule 3.11(a) of this Agreement
contains a complete list of all Intellectual Property Rights (except for
Intellectual Property excluded from the Acquired Assets under Section 1.1(b)(18)
of this Agreement), and for each indicates whether Seller is the exclusive owner
or joint owner of such Intellectual Property Rights. The Intellectual Property
Rights identified in Schedule 3.11(a) as exclusively owned by Seller constitutes
all of the intellectual property necessary for the conduct of the Business as it
is currently being conducted. Seller is the owner of all right, title and
interest in and to each item of the Intellectual Property Rights identified in
Schedule 3.11(a) as exclusively owned by Seller, and/or has the valid right to
use the Intellectual Property Rights identified in Schedule 3.11(a) as jointly
owned or licensed by Seller in a manner currently used by the Business. No other
party has a license to use any Intellectual Property Rights identified in
Schedule 3.11(a). Schedule 3.11(b) of this Agreement contains a complete list of
all Intellectual Property Rights licensed to third parties wherein Seller is the
exclusive owner or joint owner of such Intellectual Property Rights. There are
no restrictions on the direct or indirect transfer of the Intellectual Property
Rights identified in Schedule 3.11(a) and Schedule 3.11(b). Schedule 3.11(c) of
this Agreement contains a complete list of all Intellectual Property Rights
wherein Seller is licensee and Seller’s interest in the Intellectual
Property Rights are transferable. Seller, in its use of the Intellectual
Property Rights, is not infringing and has not infringed upon the intellectual
property of any other Person, and no claim is pending or has been threatened
with respect to the ownership, validity, license or use of, or any infringement
resulting from, the use of the Intellectual Property Rights. The Intellectual
Property Rights will be owned or available for use by Purchaser and any Designee
from and after the Closing on substantially the same terms and conditions as are
applicable to Seller prior to the Closing.









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        Section
3.12.    Litigation.    Except
for the Chapter 11 Case, there is no Action pending, threatened or anticipated,
including those Actions listed on the attached Schedule 3.12, that would
or could have a Material Adverse Effect on the transactions contemplated by this
Agreement, Purchaser or the Acquired Assets.




        Section
3.13.    Certificate of
Service.    The parties shown on the Certificate of
Service attached as Schedule 3.13 constitute all parties known by Seller
to be entitled to notice of Seller’s intent to sell the Acquired Assets
(and assume and assign the Designated Contracts) under Bankruptcy Rule 2002 and
including all parties owning, claiming or asserting a Lien in or to any of the
Acquired Assets.




        
Section 3.14.    
Accuracy of Warranties.    To Seller’s knowledge, no representation or warranty
by Seller in the Agreement contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to make the statements
contained in the Agreement, in light of the circumstances under which they were made, not
misleading.




        Section 3.15.    
Sale is “As is, Where is”.    
Except as otherwise provided herein, the Acquired Assets are being sold “as
is, where is.”




ARTICLE IV. 




REPRESENTATIONS AND WARRANTIES OF PURCHASER 




        Purchaser represents and
warrants to Seller as follows:



        Section
4.1.    
Organization.    Purchaser is a corporation validly
existing and in good standing under the Laws of Delaware.




        Section 4.2.    
Authority Relative to this Agreement.    Purchaser has the requisite corporate power
and authority to enter into this Agreement and to carry out its obligations hereunder.
This Agreement has been duly and validly executed and delivered by Purchaser and
constitutes a valid and binding agreement of Purchaser, enforceable against Purchaser in
accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium and other Laws affecting creditors’ rights generally from time to time in
effect and to general equitable principles.




        Section 4.3.    
Consents and Approvals.    Except as required by the Bankruptcy Court, no Consents are
required to be obtained by Purchaser in connection with its execution, delivery, and
performance of this Agreement.




        Section 4.4.    No
Violations.    Neither the execution, delivery or performance of this Agreement by
Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby, will
(a) conflict with or result in any breach of any provisions of the Certificate of
Incorporation or Bylaws of Purchaser, unless Seller is relieved of any such obligations or
restrictions by order of the Bankruptcy Court, (b) violate any Order applicable to
Purchaser or its properties or assets, except for conflicts or violations that could not
reasonably be expected to have a material adverse effect on Purchaser’s ability to
consummate the transactions contemplated hereby.








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        Section 4.5.    
Availability of Funds.    Purchaser has available cash on hand or funds available
pursuant to one or more written financing arrangements sufficient, in the aggregate, for
the payment of the Purchase Price.




ARTICLE V. 




COVENANTS 




        Section 5.1.    
Conduct of Business by Seller Pending the Closing.    Between the date of execution of
this Agreement and December 29, 2003, Seller will operate the Business in the ordinary
course of business in a manner consistent with prior practice to the extent such prior
practice is, within Seller’s best business judgment, permissible under and consistent
with the Bankruptcy Code, and will use reasonable efforts to preserve its relationships
with and the goodwill of its clients and suppliers in a manner so as to preserve the value
of the Acquired Assets.




        Section 5.2.    Access
and Information.    Seller shall afford to Purchaser and any Designee, and each of their
financial advisors, legal counsel, accountants, consultants, financing sources, and other
authorized representatives, access during normal business hours throughout the period
prior to the Closing to all books and records, assets and properties, and personnel of
Seller that pertain to the Acquired Assets or the Assumed Liabilities and, during such
period, shall furnish as promptly as practicable to Purchaser and any Designee any and all
such information as Purchaser and any Designee may reasonably request pertaining to the
Acquired Assets or the Assumed Liabilities (including, without limitation, copies of
Designated Contracts and the Books and Records).




        Section 5.3.    
Additional Matters.    On the terms and subject to the conditions of this Agreement,
each of the parties agrees to use commercially reasonable efforts to take, or cause to be
taken, all action and to do, or cause to be done, all things necessary, proper, or
advisable under applicable Laws and regulations to consummate and make effective the
transactions contemplated by this Agreement, including using all commercially reasonable
efforts to obtain all necessary waivers (other than the waiver of their respective
conditions to closing) or Consents required under this Agreement.




        Section 5.4.    
Further Assurances.    After the Closing Date, Seller, its Affiliates and Purchaser
will each use all commercially reasonable efforts to execute and deliver such other
instruments of conveyance, transfer or assumption, as the case may be, and take such other
actions as may be reasonably requested to implement more effectively, the conveyance and
transfer of the Acquired Assets to Purchaser or any Designee and the assumption of the
Assumed Liabilities by Purchaser or any Designee.







- 14 -









        Section 5.5.    Covenant-Not-to-Compete.
    In consideration of Purchaser’s consummation of the
transactions contemplated hereby, and as a material inducement to Purchaser to enter into
this Agreement, Seller covenants and agrees as during the period beginning on the Closing
Date and ending on the fifth anniversary of the Closing Date (the “Noncompete
Period”), Seller shall not at any time, in any capacity, directly or indirectly, (i)
be a Competing Organization, provide any services to any Competing Organization, or have
any direct or indirect ownership, financial or management interest in any Competing
Organization; (ii) solicit the employment of or hire any former employee of the Business
or employee of Purchaser, or in any way interfere with the relationship between Purchaser
and any of its employees; or (iii) solicit the business of any then existing or
prospective client, customer, alliance partner, supplier, licensee, licensor, franchisee
or other business relation of Purchaser, or in any way interfere with the business
relationship between Purchaser and such Persons. “Competing Organization” shall
include any Person (i) located or doing business anywhere in North America, and (ii) then
engaged in or about to become engaged in, a business identical to or similar to the
Business. If, at the time of enforcement of any of the provisions of this Section 5.5 a
court holds that the restrictions stated herein are unreasonable or unenforceable, the
parties agree that the maximum period, scope or geographical area reasonable or otherwise
enforceable under such circumstances shall be substituted for the stated period, scope or
area. The parties acknowledge and agree that the breach of any term or provision of this
Section 5.5 by Seller shall cause irreparably harm to Purchaser and that in addition to
any other remedies, Purchaser may apply to any court of law or equity of competent
jurisdiction for specific performance and/or other injunctive relief in order to enforce
or prevent any violations of the provisions of this Section 5.5. Parties further
acknowledge and agree that the restrictions of this Section 5.5 shall not apply to Seller
to the extent necessary to allow Seller to complete current contracts for the Commonwealth
of Pennsylvania, as described on the attached Schedule 5.5.




        Section 5.6.    Change
of Corporate Name.    On or before the Closing Date, Seller shall take all appropriate
action to change its corporate name to a name that is dissimilar to “Rohn Industries,
Inc.” and such changed name shall not contain any derivation or variation of any
named currently used by Seller.




        Section
5.7.    Use and Purchase of
Inventory.    For a period of sixty (60) days after the
Closing, and in order to fulfill open bids, Purchaser shall have the right to
purchase any inventory excluded under Section 1.1(b)(2) of this Agreement, and
not otherwise sold at auction by Seller, for $0.10 (ten cents) per dollar of
book value for such inventory as reflected on the books of Seller.


                
(a)        Seller shall not sell or use Inventory prior to Closing except in the ordinary
course of business.


                
(b)        For a period of fourteen (14) days following the Closing, Seller shall not sell
or use Excluded Inventory except with the advance written notice to and consent
of Purchaser. Following this period, Seller may engage an auctioneer, at no risk
or cost to Purchaser, to sell Excluded Inventory on-site for so long as
Purchaser has possession of or rights to the facility in which such Inventory is
located.








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ARTICLE VI. 




CONDITIONS PRECEDENT 




        Section 6.1.    
Conditions Precedent to Obligation of Seller and Purchaser.    The respective
obligations of each party to effect the transactions contemplated by this Agreement shall
be subject to the satisfaction of the following conditions:


                
(a)        the Section 363/365 Order shall have been entered by the Bankruptcy Court,
shall not then be stayed and shall not have been reversed, modified or amended;


                
(b)        no action or injunction shall be pending or threatened by any party, including
any Governmental Authority, that if successful would prevent the consummation of
the transactions contemplated by this Agreement; and


                
(c)        the Escrow Agreement shall be executed by each of the Escrow Agent, Purchaser
and Seller.



        Section 6.2.    
Conditions Precedent to Obligation of Seller.    The obligation of Seller to effect
the transactions contemplated by this Agreement shall be subject to the satisfaction or
waiver at or prior to the Closing Date of the following additional condition: Purchaser
shall have performed in all material respects its obligations under this Agreement
required to be performed by Purchaser at or prior to the Closing Date, and the
representations and warranties of Purchaser contained in this Agreement shall be true and
correct in all material respects as of the Closing Date as if made at and as of such date,
except as otherwise contemplated by this Agreement.




        Section 6.3.    
Conditions Precedent to Obligation of Purchaser.    The obligation of Purchaser to
effect the transactions contemplated by this Agreement shall be subject to the
satisfaction or waiver at or prior to the Closing Date of the following additional
conditions:



                
(a)        Seller shall have performed in all material respects all of its obligations
under this Agreement required to be performed by Seller at or prior to the
Closing Date and the representations and warranties of Seller contained in this
Agreement shall be true and correct in all material respects as of the Closing
Date as if made at and as of such date;



                
(b)        there shall not have occurred any Material Adverse Effect on or at any time
after the date of this Agreement;


                
(c)        prior to December 29, 2003, none of the Chapter 11 Case shall have been
dismissed or converted to a case under Chapter 7 of the Bankruptcy Code, and
Seller shall not have filed a motion or other pleading seeking the dismissal of
any of the Chapter 11 Case under Section 1112 of the Bankruptcy Code or
otherwise.




        Section 6.4.    
Conditional Closing in Escrow.    If the conditions to Section 6.3(a) or 6.3(b) are
not satisfied by December 28, 2003, Purchaser can elect to close in escrow. Upon such
election, Seller shall deposit executed copies of the Agreement and all other transaction
documents with the Escrow Agent or other agent to be agreed upon by Purchaser and Seller.
The escrow shall be released and the Closing shall occur if the conditions to Section
6.3(a) or 6.3(b) are satisfied on or before January 15, 2004. If such conditions are not
satisfied by January 15, 2004, the escrow will terminate and this Agreement shall
terminate in accordance with Section 7.1.








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ARTICLE VII. 




TERMINATION 




        Section 7.1.    
Termination.    This Agreement may be terminated: (a) by mutual written agreement of
Seller and Purchaser at any time prior to the Closing Date; (b) by either Seller or
Purchaser if the Bankruptcy Court approves a higher or better offer for all or some of the
Acquired Assets; (c) by Purchaser if (i) the Bankruptcy Court denies approval of the
Break-up Fee and Expense Reimbursement provided for in Sections 7.3 and 9.2, (ii) Seller
accepts any bid for the Acquired Assets other than from Purchaser (including any credit
bid made by Lenders), or otherwise enters into any agreement(s) to sell, transfer or
assign the Acquired Assets (or stock or other securities of Seller or of any of
Seller’s direct or indirect parent companies or subsidiaries or other business
combination involving Seller) to any Person other than Purchaser, (iii) if any of the
conditions set forth in Section 6.1 and 6.3 or any of the covenants set forth in Article
IX shall not have been satisfied by the end of the business day on January 15, 2004, or by
such earlier date expressly specified in such conditions or such covenants, and shall not
have been waived by Purchaser; or (d) by Seller if any of the conditions set forth in
Section 6.1 or 6.2 shall not have been satisfied by the end of the business day on January
15, 2004.




        Section 7.2.    Effect
of Termination.    If this Agreement is validly terminated pursuant to Section 7.1, this
Agreement will immediately become null and void, and there will be no liability or
obligation on the part of Seller, Purchaser or their respective Affiliates (or any of
their respective officers, directors, employees, agents or other representatives), except
that the provisions with respect to the Break-Up Fee and Expense Reimbursement in Section
7.3 and expenses in Section 11.8 will continue to apply following any such termination.




        Section 7.3.    
Break-Up Fee.    Seller agrees if Seller accepts any bid for the Acquired Assets other
than from Purchaser (including any credit bid made by Lenders), or otherwise enters into
any agreement(s) to sell, transfer or assign the Acquired Assets (or stock or other
securities of Seller or of any of Seller’s direct or indirect parent companies or
subsidiaries or other business combination involving Seller) to any Person other than
Purchaser, or Seller fails to consummate this transaction for any reason (other than a
material breach by Purchaser of this Agreement), Purchaser shall be entitled to a break-up
fee in the amount of 3% (three percent) of the Purchase Price (“Break-Up Fee”)
and reimbursement of its out of pocket fees and expenses in an amount not to exceed
$50,000 (fifty thousand dollars) (“Expense Reimbursement”), payable by Seller,
as consideration of and reimbursement for, among other things, the significant efforts and
funds expended by Purchaser in connection with its possible acquisition of the Acquired
Assets. If payable pursuant to this Section 7.3, the Break-Up Fee and Expense
Reimbursement shall be paid by Seller no later than one (1) business day following
termination of this Agreement pursuant to Section 7.1 above. Notwithstanding anything to
the contrary in this Section 7.3, the Break-Up Fee and Expense Reimbursement shall not be
paid if Purchaser and Seller consummate the Closing on or before January 15, 2004,
irrespective of whether Seller had previously accepted a competing bid or otherwise. The
Break-Up Fee and Expense Reimbursement shall constitute an allowed administrative expense
claim in the Bankruptcy Case with priority under of a kind specified in sections 503 and
507 of the Bankruptcy Code. Seller acknowledges that Purchaser would not have invested the
effort in negotiating and documenting this proposed transaction and incurred obligations
to pay its outside advisors if Purchaser were not entitled to the Break-Up Fee and Expense
Reimbursement in accordance with the terms of this Agreement.








- 17 -










        Section 7.4.    Termination of Escrow.    The Escrow Agent shall return the Escrow Deposit to
Purchaser no later than one (1) business day following (a) the termination of this
Agreement in accordance with Section 7.1, or (b) the failure by Seller to consummate this
transaction for any reason (other than a material breach by Purchaser of this Agreement).





ARTICLE VIII. 




EMPLOYEE MATTERS 




        Section 8.1.    No
Obligation with Respect to Employees or Employment-Related Agreements.    Purchaser shall
have no obligation to hire any of Seller’s management or employees, to confer or
negotiate with any union representative of any employees, or to enter into or assume any
liabilities with respect to any employment agreement or Collective Bargaining Agreement.




        Section
8.2.    Option to Hire
Employees.    Purchaser may negotiate and extend offers
of employment to some or all of Seller’s employees whom it desires to hire
in its sole discretion, which offers shall be on terms and conditions which
Purchaser shall determine in its sole discretion. All of Seller’s employees
who accept employment with Purchaser after the Closing are referred to herein as
“Rehired Employees.” Seller shall terminate the employment of all
Rehired Employees on the Closing Date and any cost, expense or liability
resulting from or incurred in connection with, such terminations, shall be the
sole responsibility of Seller, including any liability or obligation in
connection with, any Benefit Plan or any other compensatory plan, program,
arrangement or agreement for the benefit of any employee. Purchaser shall have
no liability for wages, salaries, monthly sales bonuses, sales commissions,
vacation and sick pay, employee fringe benefits, worker’s compensation
claims and other employee benefit or employee-related claims or liabilities with
respect to employees or former employees of Seller made, earned, accrued or
arising on or before the Closing Date, whether or not reported before that date
(the “Employee Claims”). Nothing contained in this Agreement shall
confer upon any Rehired Employee any right with respect to continuance of
employment by Purchaser, nor shall anything herein interfere with the right of
Purchaser to terminate the employment of any of the Rehired Employees at any
time, with or without cause, or restrict Purchaser in the exercise of its
independent business judgment in modifying any of the terms and conditions of
the employment of the Rehired Employees.








- 18 -










ARTICLE IX. 




BANKRUPTCY MATTERS 




        Section 9.1.    Cure
of Defaults.    Subject to the prior approval of the Bankruptcy Court and only to the
extent required under Section 1.3, Purchaser shall, on or prior to the Closing, pay or
cause to be paid to Seller the aggregate amount necessary to cure any and all monetary
defaults and breaches under any Designated Contracts (as such list of Designated Contracts
may be modified hereunder). Seller shall use such payment from Purchaser (or, where
applicable, any Designee) solely to effectuate the assumption by Seller and assignment to
Purchaser (or, where applicable, any Designee) of each Designated Contract in accordance
with the provisions of Section 365 of the Bankruptcy Code and this Agreement.




        Section 9.2.    Bankruptcy
Court Orders.



                
(a)        Seller shall use its reasonable efforts to schedule hearings on and obtain the
Bankruptcy Court’s entry of (A) an order approving the sale and bidding
procedures in a form reasonably acceptable to Purchaser (the “Bidding
Procedures Order”) on or before December 1, 2003, and (B) the Section
363/365 Order on or before December 23, 2003.



                
(b)        The Bidding Procedures Order shall provide, among other things, that (i) the
Break-Up Fee and Expense Reimbursement and all other payments to Purchaser
arising under this Agreement shall be obligations of Seller with priority as
administrative expenses in the Chapter 11 Case, (ii) the first competing offer
must be in an amount of at least $215,000 in excess of the Purchase Price; (iii)
any subsequent competing offer must be in increments of no less than $50,000;
(iv) all competing bids must include no less than all of the Acquired Assets;
(v) all competing offers must be in cash and may not be contingent on financing
necessary to consummate the transaction; (vi) Seller shall provide notice of the
Sale Hearing to Seller’s creditors and publish such notice in a newspaper
to be mutually agreed upon by the parties; and (vii) Seller shall provide each
jurisdiction in which it or any of its subsidiaries are subject to tax with
copies of any motion for entry of an Section 363/365 Order.


                
(c)        The Section 363/365 Order shall be in the form attached as Schedule
9.2(c) or such other form as mutually agreed upon by Purchaser and Seller.


                
(d)        In the event an appeal is taken, or a stay pending appeal is requested or
reconsideration is sought, from the Bidding Procedures Order or Section 363/365
Order that alleges in any way that Purchaser is not a good faith purchaser,
Seller shall immediately notify Purchaser of such appeal or stay request and
shall provide to Purchaser within one (1) day a copy of the related notice of
appeal or order of stay or application for reconsideration. Seller shall also
provide Purchaser with copies of any other or further notice of appeal, motion
or application filed in connection with any appeal from or application for
reconsideration of, either of such orders and any related briefs. Seller agrees
to take all steps as may be reasonable and appropriate to defend against such
appeal, petition of motion and to use its reasonable efforts to obtain an
expedited resolution of such appeal, provided that nothing herein shall preclude
the parties to this Agreement from consummating the Closing if the Section
363/365 Order shall have been entered and not been stayed and Purchaser (in its
sole discretion) has waived in writing the condition set forth in Section
6.1(a), in which event Purchaser shall be able to assert the benefits of Section
363(m) of the Bankruptcy Code as a consequence of which such appeal shall become
moot.








- 19 -








                
(e)        Seller shall use its reasonable efforts to file a motion or motions to reject
any contracts so designated for rejection by the Purchaser prior to the Closing
Date.


                
(f)        In any order presented to the Bankruptcy Court for rejection of a contract or
assumption and assignment of a Designated Contract to Purchaser, Seller shall
seek an order providing, among other things, that any restrictive covenants
and/or confidentiality provisions for the benefit of Seller are expressly
preserved.




ARTICLE X. 




DEFINITIONS 




        As
used in this Agreement, the following defined terms have the meanings indicated below:




        “Action”
means any claim, action, injunction, complaint, counterclaim, joinder, investigation,
suit, order, notice of violation, arbitration, audit or other proceeding, whether civil or
criminal, in Law or in equity, whether or not before any court, arbitrator or other
Governmental Authority, by any Governmental Authority or by any other Person.



        “Affiliate”
means any Person that directly, or indirectly through one of more intermediaries, controls
or is controlled by or is under common control with the Person specified. Without limiting
the foregoing and for avoidance of doubt, all direct and indirect parents or subsidiaries
of Seller shall be Affiliates of Seller, whether or not involved in the Chapter 11 Case.



        “Benefit
Plan” means any bonus, incentive compensation, deferred compensation, pension,
profit sharing, retirement, stock purchase, stock option, stock ownership, stock
appreciation rights, phantom stock, leave of absence, layoff, vacation, day or dependent
care, legal services, cafeteria, life, health, accident, disability, retiree medical,
workmen’s compensation, severance or other employee benefit plan, practice, policy,
arrangement or program of any kind, whether written or oral, including, but not limited
to, any pension plan as defined in Section 3(2) of ERISA, any welfare plan as defined in
Section 3(1) of ERISA, any Pension Plan that is subject to the pension benefit insurance
provisions of Title IV of ERISA, or that is subject to Section 412 of the IRS Code or Part
3 of Subtitle B of Title I of ERISA, and any Pension Plan described at Section 4001(a)(3)
of ERISA.



        “Collective
Bargaining Agreement” means any agreement with an accredited union operating on
behalf of any of Seller’s past or present employees.



        “Contract”
means any agreement, evidence of indebtedness, bond, commitment, indemnity, indenture,
instrument, lease, license, mortgage, statement of work, security agreement or other
contract, commitment, undertaking or understanding, whether or not in writing.




        “Designee”
means a party designated by Purchaser to acquire and take title to certain of the Acquired
Assets, or designated by Purchaser to take an assignment of one or more Designated
Contracts, in each case in connection with approval of this Agreement and entry of the
Sale Order and contemporaneously therewith or as soon as practicable thereafter, and
subject to the rights, protections, and obligations of Purchaser under this Agreement and
the Sale Order to the extent approved by the Court.








- 20 -










        “Environmental
and Safety Requirements” means all federal, state, local and foreign statutes,
regulations, ordinances, codes and other provisions (as amended and whenever in effect)
having the force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law concerning public health
and safety, worker health and safety, and pollution or protection of the environment,
including all those relating to the present, use, production, generation, handling,
transportation, treatment, storage, disposal, distribution, labeling, testing, analysis,
processing, discharge, release, threatened release, control or cleanup of any hazardous
materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants,
contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated
biphenyls, noise or radiation.



        “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder.



        “Final
Order” shall mean an order or judgment the operation or effect of which is not
stayed and to which no appeal or motion to reconsider has been filed that alleges the
Purchaser is not a good faith purchaser and is pending.



        “Governmental
Authority” means any authority, agency, commission, official, court, tribunal,
arbitrator or other instrumentality of the United States, any foreign country or any
domestic or foreign state, county, city or other political subdivision.




        “Intellectual
Property” means all intellectual, industrial, and proprietary rights, whether
domestic or foreign (including any associated goodwill) in and to the following, without
limitation: (a) all patents, patent applications, provisionals, reissues, continuations,
continuations-in-part, divisionals, re-examinations and extensions, patent disclosures,
inventions (whether or not patentable and whether or not reduced to practice) and
improvements thereto; (b) all trademarks, service marks, trade dress, logos, trade names,
fictitious business names and corporate names (including without limitation all brand
names, trade style and similar designations of source or origin), and resignations and
applications for registration thereof and all rights related thereto, including all good
will; (c) all copyrights in published or unpublished works and registrations and
applications for registration thereof; (d) domain names or uniform resource locators,
telephone numbers, Internet content and services including, without limitation, all
goodwill associated therewith; (e) computer programs, software, data, source code and
documentation; (f) trade secrets and confidential business information (including ideas,
know-how, technical data, proprietary processes, copyrightable works, financial, marketing
plans and customer and supplier lists and information and all other proprietary
information however recorded or stored); (g) license agreements or other rights related to
the foregoing; and (h) the right to sue or otherwise claim for past, present or future
infringement, misappropriation or unauthorized use or disclosure;








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        “Intellectual
Property Rights” means the Intellectual Property owned or used by Seller in the
Business.



        “IRS
Code” means the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.



        “Laws”
means all laws, statutes, rules, regulations, ordinances and other pronouncements having
the effect of law of the United States, any foreign country or any domestic or foreign
state, county, city or other political subdivision or of any Governmental Authority.



        “Lenders”
means La Salle Bank National Association, as Administrative Agent, National City Bank, as
Syndication Agent, and other Lenders to Seller under and pursuant to financing orders
entered in the Chapter 11 Case.



        “Liabilities”
means all indebtedness, obligations and other liabilities of any kind of a Person (whether
absolute or contingent, accrued or unaccrued, known or unknown, fixed or otherwise, due or
to become due, matured or unmatured, liquidated or unliquidated).



        “Liens”
means any claim, lien, pledge, option, charge, security interest, easement, deed of trust,
mortgage, conditional sales agreement, encumbrance or other right of third parties,
whether voluntarily incurred or arising by operation of law, and includes, without
limitation, any agreement to give any of the foregoing in the future, and any contingent
sale or other title retention agreement or lease, other than (a) liens on property
underlying any of the leases that are included in the Acquired Assets; and (b) liens for
Taxes not yet delinquent or which are being contested in good faith through appropriate
proceedings.



        “Material
Adverse Effect” means an occurrence or series of occurrences that (i)
substantially reduces the value to Purchaser of the Acquired Assets or Assumed
Liabilities, or (ii) impairs the ability of the parties to consummate the transactions
contemplated by this Agreement.




        “Order”
means any writ, judgment, decree (including consent decrees), injunction or similar order
of any Governmental Authority (in each such case whether preliminary or final).



        “Person”
means any natural person, corporation, general partnership, limited partnership,
proprietorship, other business organization, trust, union, association or Governmental
Authority.



        “Tax”
means (i) any federal, state, local or foreign net or gross income, minimum, alternative
minimum, sales, value added, use, excise, franchise, real or personal property, transfer,
environmental, gross receipts, capital stock, production, business and occupation,
disability, employment, payroll, severance, withholding or other tax, assessment, duty,
fee, levy or charge of any nature whatever, whether disputed or not, imposed by any
Governmental Authority, any interest, penalties (civil or criminal), additions to tax or
additional amounts related thereto or to the nonpayment thereof, and (ii) any obligations
under any Contract or other arrangement with respect to any item described in clause (i)
above.








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        Unless
the context of this Agreement otherwise requires, the words “include” or
“including” shall mean “include without limitation” and
“including without limitation” respectively, whether or not expressly stated.




ARTICLE XI. 




GENERAL PROVISIONS 




        Section 11.1.    Survival.    The representations and warranties contained in this Agreement shall not
survive the Closing and shall terminate thereon; provided, however, the foregoing
shall not apply to any breach of any representation or warranty occurring as a result of
Seller’s knowing misrepresentation, fraud, or bad faith, in which case
Purchaser’s recourse for such breach shall survive the Closing indefinitely.




        Section 11.2.    
Taxes.    All sales, use, transfer and documentary taxes or fees, if any, payable in
connection with the sale, conveyance, assignments, transfers and deliveries to be made to
Purchaser hereunder shall be borne by Seller.




        
Section 11.3.    Notices.    All notices, claims, demands, and other communications under this
Agreement shall be in writing and shall be deemed given upon confirmation of receipt of a
facsimile transmission, upon confirmed delivery by a standard overnight carrier or when
delivered by hand, in each case addressed to the respective parties at the following
addresses (or such other address for a party as shall be specified by like notice):




	 	
If to Purchaser, to:



SPX Corporation1

3515 Ballantyne Corporate Place

Charlotte, NC 28277

Fax:  704-752-7515

Attention:  General Counsel







	 	
with required copies to (which shall not constitute notice to Purchaser):



Group General Counsel

SPX Corporation

90 Fieldstone Court

Cheshire, CT 06410

Fax:  203-699-3216









	 	
and



Gardner, Carton & Douglas LLP

191 North Wacker Drive

Chicago, Illinois 60606

Fax:  (312) 569-1342

Attention:  Stephen A. Tsoris












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If to Seller, to:



Rohn Industries, Inc.

3595 West State Road 28

Frankfort, IN 46041

fax:  765-659-2722

Attention:  Horace Ward, President and CEO








	 	
with a required copy to:



Ice Miller

One American Square Box 82001

Indianapolis, IN 46282

Fax:  317-236-2219

Attention:  Henry A. Efroymson.










        Section 11.4.    
Descriptive Headings.    The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.




        Section 11.5.    
Entire Agreement.    This Agreement (including the schedules and the other documents
and instruments referred to herein) constitutes the entire agreement and supersedes all
other prior agreements and negotiations with respect to the subject matter of this
Agreement.




        Section 11.6.    
Assignment.   Seller may not assign this Agreement without the written consent of
Purchaser. Purchaser may (at any time prior to Closing), in its sole discretion, assign in
whole or in part its rights and obligations pursuant to this Agreement (including the
right to purchase the Acquired Assets and the obligation to assume the Assumed
Liabilities) to one or more Designees, and Purchaser may, in its sole discretion, direct
Seller to convey the Acquired Assets, in whole or in part, to one or more Designees.
Purchaser may also, in its sole discretion, assign this Agreement and the rights and
obligations hereunder (i) to one or more of its affiliates, (ii) in connection with a
merger or consolidation involving Purchaser or in connection with a sale of stock or
assets of Purchaser or other disposition of all or any portion of Purchaser’s
business, or (iii) to a lender of Purchaser or its affiliates as collateral security.




        Section 11.7.    
Governing Law.    This Agreement shall be governed by and construed in accordance with
the Laws of the State of Indiana, irrespective of conflicts of law principles.




        Section
11.8.    Expenses.    Whether or not the transactions contemplated by this Agreement are
consummated, all costs and expenses incurred in connection with this Agreement and the
transactions contemplated thereby shall be paid by the party incurring such expenses. The
foregoing shall not affect the legal right, if any, that any party may have to recover
expenses from any other party that breaches its obligations under this Agreement. Without
limiting the foregoing, Seller shall be responsible for the Break-Up Fee and Expense
Reimbursement and any brokerage, financial advisory, finder’s or similar fee or
commission payable in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of Seller or its Affiliates. Purchaser shall
be responsible for any brokerage, financial advisory, finder’s or similar fee or
commission payable in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of Purchaser. The prevailing party in any
litigation concerning the subject matter of this Agreement shall be entitled to recover,
in addition to any other remedy at law, in equity or under this Agreement, its reasonable
costs and expenses, including attorneys’ fees, incurred in connection with such
litigation, together with court costs and prejudgment interest.








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        Section 11.9.    Amendment.    This Agreement may not be amended except by an instrument in writing
signed on behalf of all the parties.




        Section 11.10.    Waiver.    At any time prior to the Closing Date, the parties may (a) extend the time
for the performance of any of the obligations or other acts of the other parties, (b)
waive any inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant to this Agreement, and (c) waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part of a party to any
such extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party.




        Section 11.11.    
Counterparts; Facsimile.    This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which shall
constitute one and the same agreement. This Agreement may be executed and delivered by
facsimile transmission, and a facsimile of this Agreement or of a signature of a party
will be effective as an original




        Section 11.12.    
Parties in Interest.    Nothing in this Agreement, express or implied, is intended to
confer upon any Person not a party to this Agreement any rights or remedies of any nature
whatsoever under or by reason of this Agreement.




        Section 11.13.    Bulk
Sales.    Purchaser and Seller hereby waive compliance with any bulk sales or other
similar Laws in any applicable jurisdiction in respect of the transaction contemplated by
this Agreement.




[Signature Page Follows] 








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        IN WITNESS WHEREOF, Seller and
Purchaser have caused this Asset Purchase Agreement to be duly executed on their
behalf, as of the date first above written.



	 	
ROHN INDUSTRIES, INC.







By:  /s/ Horace Ward

Name:  Horace Ward

Title:  President & CEO







SPX CORPORATION







By:  /s/ Lewis M. Kling

Name:  Lewis M. Kling

Title:  VP SPX Corp.














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