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Exhibit 10.15
 Dated 16 March 2006
 SIFCO TURBINE COMPONENTS LIMITED
 SIFCO INDUSTRIES, INC
 and
 BOOOMIX LIMITED
(in the process of changing its name to
SR TECHNICS AIRFOIL SERVICES LIMITED)
 AGREEMENT
 for the purchase of the assets of the large aerospace business of
 SIFCO TURBINE COMPONENTS LIMITED
 A & L GOODBODY




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CONTENTS1.     PRELIMINARY
    
    
    32.     SALE OF ASSETS
    
    
    93.     COMPLETION AND CONDITIONS
    
    
    134.     ALLOCATION OF CONSIDERATION
    
    
    195.     EMPLOYEES
    
    
    206.     FURTHER OBLIGATIONS OF THE VENDOR/COVENANTORS
    
    
    227.     WARRANTIES
    
    
    238.     MISCELLANEOUS PROVISIONS
    
    
    27SCHEDULE 1
    
    
    33WARRANTIES
    
    
    33SCHEDULE 2
    
    
    47PARTICULARS OF EMPLOYEES
    
    
    47SCHEDULE 3
    
    
    48EXCLUDED ASSETS
    
    
    48SCHEDULE 4
    
    
    49INTELLECTUAL PROPERTY RIGHTS
    
    
    49SCHEDULE 5
    
    
    50THE PROPERTY
    
    
    50SCHEDULE 6
    
    
    51PROPERTY CONTRACT
    
    
    51SCHEDULE 7
    
    
    59OEM LICENCES
    
    
    59SCHEDULE 8
    
    
    60LICENCES AND APPROVALS
    
    
    60SCHEDULE 9
    
    
    61INTENTONALLY BLANK
    
    
    61SCHEDULE 10
    
    
    62TRANSITIONAL SERVICES AGREEMENT
    
    
    62SCHEDULE 11
    
    
    63ACTIONS BETWEEN SIGNING AND COMPLETION
    
    
    63SCHEDULE 12
    
    
    65RESTRUCTURING PLAN
    
    
    65SCHEDULE 13
    
    
    66LIST OF OTHER BUSINESS CONTRACTS
    
    
    66SCHEDULE 14
    
    
    67FIXED AND MOVEABLE ASSETS
    
    
    67SCHEDULE 15
    
    
    68PRO FORMA P&Ls
    
    
    68SCHEDULE 16
    
    
    71PATENT ASSIGNMENT AND LICENCE
    
    
    71SCHEDULE 17
    
    
    72FULL DETAILS OF ALL BUSINESS ASSETS
    
    
    72SCHEDULE 18
    
    
    73LIST OF AGENCY AGREEMENTS
    
    
    73SCHEDULE 19
    
    
    74OEM ESCROW AMOUNT
    
    
    74SCHEDULE 20
    
    
    75ASSET SPLIT
    
    
    75SCHEDULE 21
    
    
    76ESCROW AGREEMENT
    
    
    76SCHEDULE 22
    
    
    77MATERIAL ADVERSE EVENTS
    
    
    77SCHEDULE 23
    
    
    78FORM OF SQUIRE, SANDERS & DEMPSEY LLP OPINION
    
    
    78




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THIS AGREEMENT th
 (1)
    
    SIFCO TURBINE COMPONENTS LIMITED(registered no. 83443) having its registered
office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (Vendor);(2)
    
    SIFCO INDUSTRIES, INC.of 970 East 64th Street, Cleveland, Ohio
44103, USA (the Guarantor), for and on its own behalf and for and on behalf of the
Vendors Group, together with the Vendor called the Covenantors; and(3)
    
    BOOOMIX LIMITED(in the process of changing its name to SR TECHNICS AIRFOIL
SERVICES LIMITED(registered no. 412937) having its registered office at c/o SR
Technics Ireland Limited, Hangar 6, MD106, Dublin Airport, Ireland (Purchaser).
 RECITALS:
 A.
    
    The Vendor carries on the Business (as hereinafter defined) at the Mahon Industrial Estate,
Blackrock, Cork and Carrigtwohill Business and Technology Park, Carrigtwohill, Cork.B.
    
    The Vendor has agreed to sell and the Purchaser has agreed to purchase the Business as a
going concern together with its goodwill, property and assets, except those assets excluded
from the sale as expressly provided in this Agreement, for the consideration and upon the
terms and subject to the conditions of this Agreement.
 IT IS HEREBY AGREED
 1.
    
    PRELIMINARY1.1.
    
    Definitions: In this Agreement and in the Schedules unless the context otherwise requires:1963 Actmeans the Companies Act, 1963;1990 Actmeans the Companies Act, 1990;Accounting Standardsmean the accounting principles, standards and practices generally
accepted in Ireland at the date of this Agreement known as Irish GAAP;Accountsmeans the consolidated audited financial statements of both the Vendor and SIFCO
Research and Development Limited for the financial period ended 30 September 2005 to the
extent they relate to the Business and/or the Assets;Additional Employeesmeans such additional employees of the Vendor (being not less than 0 and
not more than 22 in number) over and above the Employees as the Vendor and the Purchaser may
agree will transfer their employment from the Vendor to the Purchaser on or after Completion
subject to the Purchasers right (as set out in Clause 5.5.4) prior to Completion, to reject
the identification of any employee of the Vendor as an Additional Employee;Agency Agreementsmeans agency agreements listed in Schedule 18;Agreed Formmeans in relation to any document, the document in a form agreed by the parties
to this Agreement and initialled for the purposes of identification by duly authorised
officers of the Covenantors and the Purchasers;Assetsmeans all the assets used in or related to the Business, other than the Excluded
Assets, including
those referred to in Column 1 of Schedule 20, listed in clause 2.1, referred to in the
Property Contract and set out in Schedule 17to be acquired by the Purchaser pursuant to
this Agreement;
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Balance Sheetmeans the balance sheet comprised in the Accounts;Balance Sheet Datemeans 30 September 2005;Bank of Ireland Charge Redemption Amountmeans the sum which is, on the Completion Date,
owing by the Vendor to the Governor and Company of the Bank of Ireland pursuant to the
charge referred to at clause 3.6.1(3);Breachmeans in relation to a Warranty any instance of the Warranty being untrue or
misleading in any respect;Businessmeans the business of providing repair and manufacturing services and original
equipment manufacturing facilities to the global large aerospace sector, being understood as
relating to engines having a thrust in excess of 17,500 lbs and/or engines used to power
aircraft that hold 100 or more passengers as carried on by the Vendor at the Mahon
Industrial Estate, Blackrock, Cork and (where relevant) Carrigtwohill Business and
Technology Park, Carrigtwohill, Cork;Business Contractsmeans all contracts, agreements, arrangements and understandings of every
kind with customers of the Business (whether existing, expired, draft or proposed) and such
other contracts relating to the Business as are specifically listed and/or in respect of
which, details are set out in Schedule 13excluding the Agency Agreements;Business Daymeans any day on which banks are generally open for business in Dublin
excluding Saturdays and Sundays;Commercial Agents Regulationsmeans the European Communities (Commercial Agents) Regulations
1997 (S1 31/1997);Competition Actmeans the Competition Act 2002;Competition Actsmean the Competition Acts 1991  2002;the Competition Authoritymeans the body established pursuant to Section 10 of the
Competition Act, 1991 (as amended by the Competition Act, 2002);Completionmeans completion of the sale and purchase of the Assets and Business pursuant to
this Agreement;Completion Datemeans the date on which Completion occurs in accordance with clause 3;Conditionsmeans the pre-conditions to Completion including those listed in clause 3.2;Considerationmeans the aggregate sum payable by the Purchaser to the Vendor in accordance
with clause 2.6;DC Schememeans the Sifco Turbine Components Limited Group Retirement Plan established by a
trust deed dated 1 October 2003 (as amended);Disclosure Lettermeans the letter dated the date of this Agreement from the Covenantors to
the Purchaser disclosing information constituting exceptions to the Warranties together with
all documents and information attached to it;the EC Treatymeans the treaty establishing the European Community (Treaty of Rome);Employeesmean the 165 employees of the Vendor engaged in the Business listed in Schedule 2
subject to the Purchasers right (as set out in clause 5.5.4) prior to Completion, to reject
the identification of any employee of the Vendor as an Employee;
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Encumbranceincludes, without limitation, any interest or equity of any person (including
any right to acquire any option) or any mortgage, charge, pledge, lien, assignment,
hypothecation, security interest (including any created by law), title retention or other
security agreement or arrangement or a rental, hire purchase, credit sale or other agreement
for payment on deferred terms;Escrow Accountsmeans the Restructuring Escrow Account and the OEM Escrow Account;Excluded Assetsmeans those assets of the Vendor referred to in Column 2 of Schedule 20 and
set out in Schedule 3which are not being sold hereunder;Excluded Businessmeans the business of providing turbine, engine components, repair and
manufacturing services to gas turbine overhaul shops as carried on by the Vendor at the
Mahon Industrial Estate, Blackrock, Cork and Carrigtwohill Business and Technology Park,
Carrigtwohill, Cork;Finished Productsmeans the stock of fully finished products owned by the Vendor or owned by
customers of the Vendor (whether or not the subject of a contract for sale or repair) upon
which the Vendor has performed repair services in connection with the Business at Completion
including, for the avoidance of doubt, all brokerage stock and other parts owned by the
Vendor;Fixed and Moveable Assetsmeans all plant, machinery, equipment, furniture, fittings, tools,
vehicles and other chattels used by the Vendor in relation to the Business attached or not
(as the case may be) to the Property at the Transfer Date as listed in Schedule 14;Fully Completemeans, in the context of the Vendors implementation of the Restructuring
Plan, the Vendor having completed in their entirety steps 1 to 22 (inclusive) of the
Restructuring Plan to the reasonable satisfaction of the Purchaser which, for the avoidance
of doubt and without limiting the generality of the foregoing, shall mean that the equipment
and processes referred to or otherwise associated with each step are fully installed,
approved (where necessary) and operational as required for the efficient operation of the
Business and in accordance with past practices;Grant Agreementsmeans the Grant Agreement dated 27 October 1989 between the Industrial
Development Authority, SIFCO Turbine Components Ireland Limited, SIFCO Inc. and SIFCO
Turbine Components Limited, the Grant Agreement dated 9 August 1991 between the Industrial
Development Authority, SIFCO Turbine Components Limited and SIFCO Industries Inc, the Grant
Agreement dated 12 June 1992 between the Industrial Development Authority, SIFCO Turbine
Components Limited and SIFCO Industries Inc., the Grant Agreement dated 4 September 1998
between the Industrial Development Agency, SIFCO Turbine Components Limited and SIFCO
Industries Inc. and all other agreements, arrangements, and understandings relating to the
provision of grant aid to the Business;Informationmeans all customer and supplier records and correspondence (including, in each
case, the full name and the address and addresses for delivery or collection or for
provision of services) relating to the Business in the six years prior to Completion, all
records of the Business for the six years prior to Completion, all deeds and documents
evidencing title to the Property and the other Assets (duly stamped where appropriate), and
all sales and technical literature and all other documents, computer records and programs
relating to or required for the due and efficient carrying on of the Business and all files
and other relevant information relating to the Employees but excluding any which the Vendor
is required by law to retain and also excluding the Retained Records;Intellectual Propertymeans the intellectual property referred to in the Patent Assignment
and Licence and any and all other rights pertaining to discoveries, trade secrets,
confidential business information, financial, marketing and business data, concepts, ideas
and improvements to existing technology (whether or not
written down or otherwise converted to tangible form), patents, patent applications, patent
disclosures, designs, trade marks, service marks, trade names, logos, rights in any domain
names, algorithms, database rights, associated goodwill, copyright(s), moral rights,
know-how, reputation, modes, get-up, computer programs and analogous property, plans,
models, and all other forms of industrial or intellectual property (in each case in any part
of the world and whether or not registered or registerable and to the fullest extent thereof
and for the full period therefor and all extensions and renewals thereof), all applications
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for registration of the foregoing and all rights and interest, present and future thereto
and therein;
 the Intellectual Property Rightsmeans such Intellectual Property used in connection with
the Business (including the Intellectual Property used exclusively by the Business, the
Intellectual Property used by both the Business and the Excluded Business and the
Intellectual Property as listed in Schedule 4) and such other Intellectual Property as may
be included in the Assets;Inventory Excess Amount/Inventory Shortfall Amountmeans an amount equal to the amount (if
any) by which the aggregate value of Finished Products and the Partly Finished Products as
at Completion, as determined by the physical inventory inspection provided for in clause
3.5.2(5) is more/less than the book value of US$1,100,000 +/- 10%;Irelandmeans Ireland excluding Northern Ireland and Irish will be construed accordingly;Liabilitiesmeans all claims, liabilities, obligations, debts of and amounts owed by the
Vendor on the Completion Date relating to the Business and all liabilities and obligations
(whether actual or contingent) in respect of the Business or Assets arising on or before the
Completion Date which are not expressly assumed by the Purchaser under this Agreement;Long Stop Datemeans 2 May 2006;Material Adverse Eventmeans in relation to the Business, the occurrence of any of the
events set out in Schedule 22;Mergers Actmeans the Mergers, Takeovers and Monopolies (Control) Act, 1978 (as amended);Ministermeans the Minister for Enterprise, Trade and Employment;OEMsmeans all the original equipment manufacturers listed in Schedule 7 and OEMshall be
construed accordingly;OEM Escrow Amountmeans an amount (calculated in accordance with clause 2.6.3(2) and
Schedule 19) corresponding to the number of OEMs which have, by Completion, either granted
new OEM Licences to the Purchaser or provided their written consent to the assignment or
novation of existing, valid, enforceable and unexpired OEM Licences from the Vendor to the
Purchaser in both cases on terms acceptable to the Purchaser in its reasonable discretion;OEM Escrow Datemeans 180 days after the Completion Date;OEM Licencesmeans the written, existing, valid, enforceable and unexpired original
equipment manufacturing licences granted to the Vendor by the OEMs;Partly Finished Productsmeans the value of work undertaken by the Vendor on partly finished
products owned by the customers of the Vendor and the work in progress and services carried
out by the Vendor in connection with the Business at Completion including, for the avoidance
of doubt, the value of work which has been undertaken by the Vendor on customer owned
equipment, products or parts which has not been invoiced by the Vendor;Patent Assignment and Licencemeans the patent assignment from SIFCO Research & Development
Limited to the Purchaser and the non-exclusive royalty free perpetual licence back from the
Purchaser to the Vendor of the relevant patents for the use by the Covenantors pursant to
the terms of the said Patent Assignment and Licence) in the Excluded Business and/or the
Small Aerospace Business to be entered into at Completion in the form set out in Schedule
16;Pension Planmeans the Sifco Turbine Components Pension Plan established with effect from 1
October 1985 and currently governed by a trust deed and rules dated 10 June 2005;
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Pension Schemesmeans the DC Scheme, the Pension Plan and the Staff Pension Plan;PRSA Arrangementmeans the contractual arrangement between the Vendor and Irish Life to
enable employees to participate in the personal retirement savings account established with
Irish Life;Pro-Forma P&Lsmeans the Pro-Forma Profit and Loss Accounts setting out certain financial
information in relation to the Business for the three month periods ended 30 September and
31 December 2005 as set out in Schedule 15Propertymeans leasehold lands and premises as are included in the Assets, details of which
are contained in Schedule 5;Property Contractmeans the agreement for the sale and assignment of the Property in the
form contained in Schedule 6;Purchaser Confidential Informationmeans any and all information received or obtained as a
result of (i) the operation of the Business and/or (ii) entering into or performing, or
supplied by or on behalf of a party in the negotiations leading to, this Agreement and which
in each case relates to:(a)  the Business;(b)  the Assets;(c)  the provisions of this Agreement;(d)  the negotiations relating to this Agreement;(e)  the subject matter of this Agreement; or(f)  the Purchaser or any subsidiary or holding company of the Purchaser;Purchasers Groupmeans the Purchaser, every subsidiary and holding company of the Purchaser
and every subsidiary of any such holding company or any of them;Purchasers Solicitorsmeans A & L Goodbody;Related Benefit Schememeans the income continuance plan operated by the Vendor insured with
Irish Life, details of which have been disclosed to the Purchaser;Restricted Areameans anywhere in the world;Restricted Periodmeans the period of two years from the date of Completion;Restructuring Escrow Accountmeans the joint deposit account to be opened with the Anglo
Irish Bank plc in the name of the Vendors Solicitors and the Purchasers Solicitors in
accordance with clause 2.6.4;Restructuring Escrow Amountmeans the sum contained in the Restructuring Escrow Account as
determined by clause 2.6.2;Restructuring Escrow Datemeans 60 days after the Completion Date;Restructuring Planmeans the plan relating to the restructuring of the Vendors operations
set out in Schedule 12;Retained Recordsmeans the statutory books and all accounting and taxation and VAT records
of the Vendor;
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SAP Break Feemeans US$1,000,000;SDCAmeans the Stamp Duties Consolidation Act, 1999;Small Aerospace Businessmeans the business of providing repair and manufacturing services
and original equipment manufacturing facilities to the small aerospace sector, being
understood as relating to engines having a thrust of less than 17,500 lbs and/or engines used
to power aircraft that hold less than 100 passengers.Staff Planmeans the Sifco Turbine Components Pension Plan for Staff established with effect
from 30 September 1991 and currently governed by a trust deed and rules dated 10 June 2005;Superior Acquisition Proposalmeans an unsolicited, bona fide written proposal made by a
third party to acquire all of the Assets and/or the Business (including by means of an
acquisition of the Guarantor by means of merger or tender offer or other similar proposal)
(i) on terms which the Board of Directors of the Guarantor determines in its good faith
judgment, after consultation with outside counsel, to be materially more favourable, both
financially and otherwise, to the Guarantor and/or the Guarantors shareholders than the
transactions contemplated by this Agreement , taking into account all the terms and
conditions of such proposal and this Agreement (including any written proposal by the
Purchaser to amend the terms of this Agreement) and (ii) that is reasonably capable of being
completed on the terms proposed, taking into account all financial, regulatory, legal and
other aspects of such proposal; provided, however, that no acquisition proposal shall be
deemed to be a Superior Acquisition Proposal if any financing required to consummate the
acquisition proposal is not committed. For the purposes of this definition, unsolicited,
bona fide written proposal does not include any proposal received by a party that either of
the Covenantors or any of representative of either of the Covenantors contacted on or after
November 25, 2005 and before Completion regarding a potential transaction involving the
Assets and/or the Business, including, without limitation, those parties (if any) who
received a copy of the Confidential Information Memorandum dated September 1, 2005;Substantially Completemeans, in the context of the Vendors implementation of the
Restructuring Plan, the Vendor having completed in their entirety steps 1 to 21 (inclusive)
of the Restructuring Plan to the reasonable satisfaction of the Purchaser which, for the
avoidance of doubt and without limiting the generality of the foregoing, shall mean that the
equipment and processes referred to or otherwise associated with each step are fully
installed, approved (where necessary) and operational in accordance with past practices;Target Datemeans 20 April 2006;Taxationand Taxmeans all forms of taxation, duties, imposts and levies whether of Ireland
or elsewhere, including (but without limitation) income tax, corporation tax, corporation
profits tax, advance corporation tax, capital gains tax, capital acquisitions tax,
residential property tax, wealth tax, value added tax, customs and other import and export
duties, excise duties, vehicle registration tax, stamp duty, capital duty, social insurance,
social welfare or other similar contributions and other amounts corresponding thereto
whether payable in Ireland or elsewhere, and any, interest, surcharge, penalty or fine
relating to the same and any penalties chargeable for non-compliance with any statutory
provisions or regulations in connection therewith and the word Taxationshall be construed
accordingly;TCAmeans the Taxes Consolidation Act, 1997;TSAmeans a transition services agreement in an Agreed Form in respect of, inter-alia, the
full implementation of the Restructuring Plan (if not Fully Complete at Completion), the
provision of administration services to the Purchaser, the provision and licensing of
certain software required by the Business and the use of SIFCO brand to be entered into by
the Vendor and the Purchaser at Completion as set out in Schedule 10;VATmeans value added tax;Vendor Confidential Informationmeans any and all information received or obtained as a
result of (i) the operation of the Excluded Business and/or (ii) entering into or
performing, or supplied by or on behalf of a
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party in the negotiations leading to, this
Agreement and which in each case relates to:
 (a)  the provisions of this Agreement;(b)  the negotiations relating to this Agreement;(c)  the subject matter of this Agreement;(d)  the Vendor or any subsidiary or holding company of the Vendor;(e)  the Excluded Assets; or(f)  the Excluded Business;Vendors Groupmeans the Vendor, every subsidiary and holding company of the Vendor and
every subsidiary of any such holding company or any of them;Vendors Solicitorsmeans Arthur Cox;Warrantiesmeans the warranties set out in clause 7 and Schedule 1; andWarranty Claimmeans a claim for a Breach of any one or more of the Warranties.
 1.2.
    
    The Schedules referred to in this Agreement form an integral part of this Agreement, and
references to this Agreement include reference to them.1.3.
    
    Headings are inserted for convenience only and do not affect the construction of this
Agreement.1.4.
    
    The Warranties, and all other obligations, covenants and representations arising under this
Agreement, given or entered into by more than one person are given or entered into jointly and
severally.1.5.
    
    Unless expressly stated in this Agreement or the context otherwise requires, in this
Agreement:
 1.5.1.
    
    references to a subsidiary or a holding company are to be construed in accordance
with section 155(1) of the 1963 Act;1.5.2.
    
    references to persons are deemed to include references to natural persons, firms,
partnerships, companies, corporations, associations, bodies corporate, trusts and
investment funds (in each case whether or not having a separate legal personality) but
references to individuals are deemed to be references to natural persons only;1.5.3.
    
    words importing the singular include the plural and vice versa and words importing
the masculine include references to the feminine and neuter and vice versa;1.5.4.
    
    subject to clause 8.10 (Notices) reference to writing or similar expressions includes
transmission by facsimile;1.5.5.
    
    a word or phrase the definition of which is contained or referred to in section 2 of
the 1963 Act has the meaning attributed to it by that definition;1.5.6.
    
    references to Acts, statutory instruments and other legislation are to legislation
operative in Ireland and to such legislation, modified, consolidated, amended or
re-enacted (whether before or after the date of this Agreement) and any subordinate
legislation made under that legislation;1.5.7.
    
    reference to this Agreement includes this Agreement as amended or supplemented from
time to time;1.5.8.
    
    including and includes mean including or includes without limiting the generality
of the foregoing; and
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1.5.9.
    
    where any Warranty is given on terms that it is to the best of the knowledge,
information and belief of the Covenantors (or any other words to this or a similar
effect), the Covenantors will be deemed to have the actual and constructive knowledge,
information and belief which they would have had if they had made due and careful
enquiries including enquiries of all relevant employees and officers of the Covenantors
(including, without limiting the generality of the foregoing, Tim Crean, Eamonn
Reardon, Frank Capello, Pat Hattie, Brendan Howley, Damian Carroll and David Bailey) or
any of their subsidiaries, holding companies.
 2.
    
    SALE OF ASSETS2.1.
    
    Sale and Purchase: Subject to the terms of this Agreement, the Vendor shall sell as
beneficial owner and the Purchaser shall purchase free from all Encumbrances and together with
all rights now or hereafter attaching thereto:
 2.1.1.
    
    the goodwill of the Business with the exclusive right to represent the Purchaser as
carrying on the Business in continuation of that carried on by the Vendor and in
succession thereto;2.1.2.
    
    the Property, which sale shall be carried out in accordance with the terms of the
Property Contract. In the event of a conflict between the Property Contract and the
terms of this Agreement, the latter shall prevail;2.1.3.
    
    all Fixed and Moveable Assets;2.1.4.
    
    (to the extent the Vendor is legally permitted to do so), the Information and copies
of the Retained Records and copies of all other original documents, computer records
and programs relating to the Business the originals of which the Vendor is required by
law to retain within its possession;2.1.5.
    
    Subject to clause 2.5 the Intellectual Property Rights;2.1.6.
    
    all raw materials, stock-in-trade, work in progress and spare parts owned or used by
the Vendor in connection with the Business, and the Partly Finished Products and
Finished Products;2.1.7.
    
    the full benefit subject to the burden (so far as the same is capable of assignment)
of all the Vendors pending contracts, engagements and orders (save for book and other
debts) in connection with the Business;2.1.8.
    
    the benefit of all the Business Contracts or relationships of the Vendor as listed in
Schedule 13;2.1.9.
    
    the benefit of all statutory, regulatory and other licences and approvals held in
connection with the Business including, without limiting the generality of the
foregoing, OEM licences from each of the OEMs listed in Schedule 7and the regulatory
licences and approvals listed in Schedule 8; and2.1.10.
    
    all other property to which the Vendor is entitled in connection with the Business,
 but shall not include any of the Excluded Assets or the Agency Agreements.
 2.2.
    
    Manufacturers Warranties:Without prejudice to any other provisions of this Agreement, the Vendor shall extend to the
Purchaser the full benefit of the Vendors rights against manufacturers and suppliers
including (but without prejudice to the generality of the foregoing) all rights in
connection with such manufacturers and suppliers warranties and representations whether
express or implied with respect to all the Assets (including the benefit of all claims made
by the Vendor thereunder but remaining unpaid at Completion), and shall, if so requested by
the Purchaser on or after Completion, assign (to the extent assignable) the same to the
Purchaser and pending any such assignment will hold such benefit on trust for the Purchaser
and shall at the expense of the Purchaser take such action in relation thereto as the
Purchaser may from time to time reasonably require, and the Vendor shall not without the
Purchasers prior consent in writing make or effect any compromise,
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release, waiver or
settlement of any claim the Vendor may have against any such manufacturer or supplier in
relation to any of such rights.
 2.3.
    
    Other Benefits:The Vendor shall forthwith promptly after the execution hereof notify the interest of the
Purchaser to the insurers of the Assets and the Business and keep in force its existing
insurance policies in respect of the Assets until Completion.2.4.
    
    The Property: The Property will be sold by the Vendor to the Purchaser subject to and on the
terms of the Property Contract, which shall be entered into between the Vendor and the
Purchaser upon execution of this Agreement. This Agreement is subject to and conditional upon
the performance of all conditions and obligations (other than any condition relating to the
conditionality of this Agreement) on the Vendors part contained in the Property Contract.
The Property Contract is subject to and conditional upon the performance of all conditions and
obligations (other than any condition relating to the conditionality of the Property Contract)
on the Vendors part contained in this Agreement. Both this Agreement and the Property
Contract shall be completed contemporaneously and if the Property Contract shall be rescinded,
frustrated or otherwise discharged, then the Purchaser may terminate this Agreement without
prejudice to the Purchasers other rights and remedies under this Agreement or under the
Property Contract.2.5.
    
    Excluded Assets and Excluded Business:
 2.5.1.
    
    It is hereby acknowledged by the parties that the Excluded Assets, the Excluded
Business and the Agency Agreements shall not transfer to the Purchaser and that the
Vendor shall on Completion remain the beneficial owner of such Excluded Assets of
Excluded Business and Agency Agreements. Without prejudice to the foregoing and
subject to clause 2.5.2, it is further acknowledged that the Vendor and its successors
and permitted assigns shall continue to be entitled to use of the Intellectual Property
Rights which are, on the date of this Agreement, used in the Excluded Business or in
respect of the Excluded Assets and/or the Small Aerospace Business in accordance with
the terms of Patent Licence.2.5.2.
    
    The Vendors use and rights in respect of the Intellectual Property Rights which are
the subject of the Patent Licence contained in Schedule 16 (the Patent Licence) shall
be governed exclusively by the terms of the Patent Licence.2.5.3.
    
    The Vendor shall be solely responsible for liabilities (actual and contingent)
associated with the Agency Agreements and hereby indemnifies the Purchaser from and
against such liabilities whether arising before or after Completion which, without
limiting the generality of the foregoing, shall include any liability that arises under
the Commercial Agents Regulations and any additional liability that may be attributed
to the relationship between the agent concerned and the Vendor of the Guarantor or any
member of their group of companies prior to Completion.
 2.6.
    
    The Consideration and Purchasers obligation to pay:
 2.6.1.
    
    Consideration:Subject to clauses 2.6.2, 2.6.3 and 3.11 (and a deduction of 15% of
the Consideration in the event that Vendor fails to deliver to the Purchaser the tax
clearance certificate referred to at Clause 3.5.1(5) at Completion), the Consideration
for the said sale shall comprise of the aggregate of:
 (1)
    
    US$9,750,000; plus(2)
    
    US$750,000; which amount it is hereby acknowledged and agreed
has, or will, be discharged as follows:
 a)
    
    US$250,000 having already been paid by the
Purchaser to the Vendor prior to the signing of this Agreement (and the
Vendor hereby acknowledges receipt of such amount);b)
    
    US$250,000 to be paid by the Purchaser to the
Vendor by wire transfer on 31 March
 11




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2006; and
 c)
    
    US$250,000 to be paid by the Purchaser subject to
and in accordance with clauses 2.6.2 and 2.6.3 on Completion.
 (3)
    
    Less the Inventory Shortfall Amount (if any) or plus the
Inventory Excess Amount (if any).
 2.6.2.
    
    Restructuring Escrow: The Consideration payable by the Purchaser to the Vendor at
Completion pursuant to clause 2.6.1 shall be paid subject to the following:
 (1)
    
    to the extent that the Restructuring Plan is Fully Complete at
the Target Date (and subject to clause 2.6.3 and all preconditions to Completion
having been either satisfied or waived by the Purchaser) Completion shall take
place on the Target Date without any deduction of the Restructuring Escrow
Amount from the Consideration and the Purchaser shall pay to the Vendor the sums
referred to at clauses 2.6.1(1) and 2.6.1(2)(c) less any deductions referred to
in clause 2.6.1(3) and adjustments provided for in clause 2.6.3.(2)
    
    To the extent that the Restructuring Plan is Substantially
Complete but not Fully Complete on the Target Date (and subject to clause 2.6.3
and all preconditions to Completion having been either satisfied or waived by
the Purchaser), Completion shall take place on the Target Date and:
 (i)
    
    The sum of US$250,000 otherwise payable to the
Vendor on Completion pursuant to clause 2.6.1(2)(c) shall be withheld by
the Purchaser to form part of the Restructuring Escrow Amount and shall
be paid by the Purchaser into the Restructuring Escrow Account at
Completion; and(ii)
    
    Step 22 of the Restructuring Plan shall be
implemented in full by the Vendor as soon as is practicable after
Completion in accordance with the TSA.(iii)
    
    To the extent that on or before the Restructuring
Escrow Date the Restructuring Plan is Fully Complete, the Restructuring
Escrow Amount shall be released from the Restructuring Escrow Account to
the Vendor.(iv)
    
    To the extent that on the Restructuring Escrow Date
the Restructuring Plan is not Fully Complete, the Restructuring Escrow
Amount shall be released from the Restructuring Escrow Account to the
Purchaser.
 (3)
    
    To the extent that the Restructuring Plan is not Substantially
Complete on the Target Date (and subject to clause 2.6.3 and all preconditions
to Completion having been either satisfied or waived by the Purchaser),
Completion shall take place on the Long Stop Date and:
 (i)
    
    The sum of US$250,000 (the First Restructuring
Escrow Amount) otherwise payable to the Vendor on Completion pursuant to
clause 2.6.1(2)(c) shall be withheld by the Purchaser to form part of the
Restructuring Escrow Amount and shall be paid by the Purchaser into the
Restructuring Escrow Account at Completion; and(ii)
    
    The sum of US$500,000 (the Second Restructuring
Escrow Amount) shall be deducted from the element of the Consideration
referred to at clause 2.6.1(1) and paid by the Purchaser into the
Restructuring Escrow Account at Completion; and(iii)
    
    the steps of the Restructuring Plan which on the
Long Stop Date remain unimplemented shall be implemented in full by the
Vendor as soon as is practicable after Completion in accordance with the
TSA.(iv)
    
    To the extent that on or before the Restructuring Escrow Date the Restructuring
 12




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Plan is Substantially Complete but not
Fully Complete, the US$500,000 shall be released from the Restructuring
Escrow Account to the Vendor.
 (v)
    
    To the extent that on or before the Restructuring
Escrow Date the Restructuring Plan is Fully Complete, US$750,000 shall be
released from the Restructuring Escrow Account to the Vendor.(vi)
    
    To the extent that on the Restructuring Escrow Date
the Restructuring Plan is Substantially Complete but not Fully Complete,
US$250,000 shall be released from the Restructuring Escrow Account to the
Purchaser.(vii)
    
    To the extent that on the Restructuring Escrow
Date the Restructuring Plan is not Substantially Complete, US$750,000
shall be released from the Restructuring Escrow Account to the Purchaser.
 (4)
    
    The Vendor shall procure that in its implementation of the
Restructuring Plan the physical transfer of all Assets and the relocation of all
Employees and Additional Employees (if any) from the Vendors Carrigtwohill
facility to the Property (i) title to all those Assets which are capable of
passing by delivery shall pass by delivery and not pursuant to the terms of this
Agreement or of the Property Contract, (ii) all costs, expenses and liabilities
associated with the transfer of the Assets and Business located at its
Carrigtwohill site to the Property shall be borne exclusively by the Vendor and
(iii) all Assets to be transferred from the Vendors Carrigtwohill site to the
Property shall be delivered and placed on the Property in accordance with the
terms of the Restructuring Plan and the reasonable instructions of the Purchaser
and subject to immediate release of the Escrow Amounts upon such delivery in
accordance with clause 2.6.2(2) or 2.6.2(3) as appropriate.
 2.6.3.
    
    OEM Escrow: In addition to any deductions from the Consideration made in accordance
with Clause 2.6.2, the Consideration payable by the Purchaser to the Vendor pursuant to
clause 2.6.1 shall be subject to the following:
 (1)
    
    to the extent that
 (i)
    
    the written consent of each respective OEM to the
assignment or novation of each OEM Licence from the Vendor to the
Purchaser together with Deeds of Assignment or Novation of each OEM
Licence duly executed by the Vendor and (in the case of a Novation) the
OEM or, in the case of licences which were granted by OEMs to the Vendor
which on the Completion Date are expired, a new original equipment
manufacturers licence between the Purchaser and the OEM(s) concerned
on terms identical as to scope and price and substantially the same to
other terms and conditions as the expired licence granted by that OEM
to the Vendor; or(ii)
    
    new original equipment manufacturers licences
between the Purchaser and each OEM on terms identical as to scope and
price and substantially the same as to the other terms and conditions of
the existing OEM Licences or (in the case of licences which were granted
by the OEMs to the Vendor which on the Completion Date are expired) of
the expired OEM licences , duly executed by each respective OEM or, in
lieu thereof, the written consent of each respective OEM to the grant of
new original equipment manufacturers licences to the Purchaser on terms
identical as to scope and price and substantially the same as to the
other terms and conditions to the existing OEM Licences
 are delivered by the Vendor to the Purchaser on the Target Date (and subject
to clause 2.6.2 and all other preconditions to Completion having been either
satisfied or waived by the Purchaser) Completion shall take place on the
Target Date without any deduction of the OEM Escrow Amount from the
Consideration and the Purchaser shall pay to the Vendor the sums referred to
at clauses 2.6.1(1) and 2.6.1(2)(c) less any deductions referred to at clause
2.6.1(3) and adjustments provided for in Clause 2.6.2
 13




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(2)
    
    To the extent that the Vendor has not delivered to the Purchaser
the items referred to at clauses 2.6.3(1)(i) or (ii) (New OEM Licences) on or
before the Target Date the Purchaser shall have the option, but not the
obligation to terminate this Agreement by written notice to the Vendor. In the
event that the Purchaser waives its right to terminate this Agreement pursuant
to this clause 2.6.3(2), (and all other preconditions to Completion have been
either satisfied or waived by the Purchaser) Completion shall take place on the
Target Date and:
 (i)
    
    all or part of US$1,000,000 (as determined by the
table set out at Schedule 19) (the OEM Escrow Amount) shall be deducted
from the element of the Consideration referred to at clause 2.6.1(1) and
paid by the Purchaser into the OEM Escrow Account at Completion; and(ii)
    
    where New OEM Licences have not been delivered by
the Vendor to the Purchaser at Completion in accordance with clause
2.6.3(1), the Covenantors shall deliver New OEM Licences (in respect of
each OEM from whom the Vendor has not secured a New OEM Licence by
Completion) to the Purchaser as soon as practicable after Completion.
 (3)
    
    To the extent that on or before the OEM Escrow Date additional
New OEM Licences (in respect of each OEM from whom the Vendor has not secured a
New OEM Licence by Completion) are delivered by the Covenantors to the Purchaser
on terms acceptable to the Purchaser in its reasonable discretion, additional
sum(s) (as set out in Schedule 19) shall be released from the OEM Escrow Account
to the Vendor.(4)
    
    To the extent that on the OEM Escrow Date a sum remains in the
OEM Escrow Account and all payments due to be made to the Vendor pursuant to
clause 2.6.3(3) have been discharged, such sum shall be released from the OEM
Escrow Account to the Purchaser.
 2.6.4.
    
    On or prior to Completion, the Vendor and the Purchaser shall open two joint deposit
accounts, namely the Restructuring Escrow Account and the OEM Escrow Account, in the
joint names of the Vendors Solicitor and the Purchasers Solicitors.2.6.5.
    
    Payment to either the Vendor or the Purchaser from the Escrow Accounts under this
clause 2.6 shall
include such proportion of interest accrued in the Escrow Accounts as equals the same
proportion of principal paid from the Escrow Accounts to the Purchaser and/or the
Vendor as the case may be.
 2.7.
    
    Purchase of all the Assets: The Purchaser will not be obliged to complete the purchase of
any of the Assets unless the purchase of all of the Assets is completed simultaneously.2.8.
    
    Value Added Tax (VAT):
 2.8.1.
    
    The parties intend that the completion of the sale of the Business and Assets under
this Agreement shall constitute a sale of a business and shall use their best
endeavours to ensure that by virtue of the provisions of sections 3(5)(b)(iii) and
s.5(8) of the VAT Act 1972 (as amended) no VAT will be chargeable in respect of the
sale and purchase of the Assets hereby agreed to be made.2.8.2.
    
    Notwithstanding clause 2.8.1, if VAT is properly chargeable in respect of the sale
and purchase of the Business and Assets the Vendor shall deliver to the Purchaser a VAT
invoice prepared in accordance with relevant VAT legislation. On receipt of this VAT
invoice the Purchaser shall pay to the Vendor the amount of VAT properly arising in
respect of the sale and purchase of the Business and Assets. If the Purchaser
disagrees with the determination of the Vendor it may within 10 days of receipt of the
invoice from the Vendor, give written notice to the Vendor that it requires the Vendor
to obtain a ruling from the Revenue Commissioners. The Vendor shall immediately
request the Revenue Commissioners to undertake that review and issue that ruling
subject to the Purchaser indemnifying the Vendor against any reasonable costs and
expenses that the Vendor may incur by taking any action which is requested by the
Purchaser. In any case where a ruling
 14




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##### 



cannot be obtained from the Revenue Commissioners without the Vendor being
obliged by the Revenue Commissioners to account for the VAT referred to in this
clause 2.8.2, the Purchaser shall also pay, 3 business days prior to the date on
which the payment of such VAT by the Vendor to the Revenue Commissioners falls due,
to the Vendor an amount equal to that VAT (against delivery by the Vendor of an
appropriate Tax invoice for VAT purposes).2.8.3.
    
    If the Revenue Commissioners issue an opinion that VAT is chargeable in respect of
the sale of the Business and Assets, the Vendor shall deliver to the Purchaser a VAT
invoice prepared in accordance with relevant VAT legislation. On receipt of this VAT
invoice the Purchaser shall pay to the Vendor the amount of VAT determined by the
Revenue Commissioners to be arising in respect of the sale and purchase of the Assets.2.8.4.
    
    If following the payment of any amount of VAT by the Purchaser in respect of the sale
and purchase of the Assets it is established that VAT was incorrectly chargeable and
the Vendor has not already accounted for such VAT to the Revenue Commissioners, the
Vendor shall pay to the Purchaser the amount of any VAT incorrectly charged and in a
case where the Vendor has already accounted for such VAT to the Revenue Commissioners,
then the Vendor shall, subject to being indemnified by the Purchaser against any
reasonable costs and expenses that may arise, apply to the Revenue Commissioners
forthwith for a refund of such VAT and take all reasonable steps to recover such a
refund and will then pay to the Purchaser any refund recovered from the Revenue
Commissioners.2.8.5.
    
    The Purchaser warrants to the Vendor that it is at the date of this Agreement a
taxable person as defined in the VAT Act, 1972 (as amended) and that it would be
entitled to deduct all VAT that would have been chargeable on the transfer but for the
operation of clause 2.8.1 above.
 2.9.
    
    Liabilities up to Completion:The Vendor shall be solely responsible for the Liabilities,
shall duly and punctually pay and discharge the Liabilities and hereby indemnifies the
Purchaser from and against them.3.
    
    COMPLETION AND CONDITIONS3.1.
    
    Completion: Subject to clauses 2.6 and 3.2, Completion shall take place on 20 April 2006 (the
Target Date) at the offices of the Purchasers Solicitors;3.2.
    
    Completion Conditions: Completion of this Agreement will take place conditionally upon:
 3.2.1.
    
    the grant to the Purchaser of all material regulatory licences and approvals required
to carry on the Business as listed in Schedule 8on terms acceptable to the Purchaser
in its reasonable discretion;3.2.2.
    
    the receipt by the Purchaser on or before the Target Date, of written confirmation on
terms satisfactory to the Purchaser, in its reasonable discretion, from the OEMs that
the OEMs have no objection to the acquisition of the Business by the Purchaser, as
successor to the Vendor, utilising the benefit of the OEM Licences;3.2.3.
    
    there not having arisen a Material Adverse Event;3.2.4.
    
    no government or governmental or supranational or state agency or regulatory body or
court or any person or organisation in any jurisdiction having, on or prior to
Completion:-
 (i)
    
    instituted any action, suit or investigation to
restrain, prohibit or otherwise challenge or materially interfere with
the transactions contemplated by this Agreement or any part thereof;(ii)
    
    propose or enacted any statute or regulation or
rule or given any ruling or judgement that would prohibit, materially
restrict or materially delay implementation of such transactions or any
part thereof or the carrying on of the Business.
 15




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3.3.
    
    Fulfilment of Conditions:
 3.3.1.
    
    The Vendor and the Purchaser shall use all reasonable endeavours to ensure that the
aforementioned Conditions set out in clause 3.2 above are fulfilled prior to the Target
Date and remain fulfilled up to and including Completion but the Purchaser shall be
entitled to waive compliance with any of the provisions of clause 3.2 in whole or in
part as it sees fit unless the relevant Condition is mandatory pursuant to applicable
laws.3.3.2.
    
    If at any time the Vendor or the Purchaser becomes aware of a fact or circumstance
that might prevent any of the Conditions being satisfied, it shall promptly inform all
other parties to this Agreement.
 3.4.
    
    Non-fulfilment of Conditions and Material Adverse Event
 3.4.1.
    
    If the Conditions are not fulfilled, or if any Condition does not continue to be
fulfilled, by the Target Date, the Purchaser may at any time prior to the fulfilment of
the Conditions:
 (1)
    
    proceed to Completion to the extent reasonably
practicable (but in this case, completion of the purchase of some of the
Assets will not affect the Purchasers rights in relation to the others
or its other rights under this Agreement);(2)
    
    without prejudice to any of the Purchasers rights
to terminate this Agreement, defer Completion [on the basis that the
Restructuring Plan is not substantially complete] to a date not later
than the Long Stop Date (or subject to agreement by the parties, after
any later date to which Completion was previously deferred) selected by
the Purchaser, in which case the provisions of this clause 3.4 will apply
to Completion as deferred; or(3)
    
    terminate this Agreement by notice to the Vendor.
Such termination will not prejudice the Purchasers other remedies in
respect of any breach of the Vendors obligations under clause 3.2 or
clause 3.3 or any of the Purchasers other rights and remedies under this
Agreement.
 3.4.2.
    
    If the Completion has not occurred on or before the Long Stop Date, this Agreement
shall terminate immediately the day after the Long Stop Date.3.4.3.
    
    Upon the occurrence of a Material Adverse Event which is not capable of remedy or
which, if capable of remedy, is not so remedied within 14 days of its occurrence or by
Completion, (whichever is earlier), the Purchaser shall have the option, but not the
obligation, to immediately terminate this Agreement by written notice to the Vendor at
its absolute discretion.3.4.4.
    
    If at Completion the Vendor has been injuncted by a competent authority from
completing the sale of the Business and Assets to the Purchaser any party shall be
entitled, to terminate this Agreement by written notice to other parties.
 3.5.
    
    Superior Acquisition Proposal
 3.5.1.
    
    The Covenantors shall be entitled to terminate this Agreement by Notice to the Purchaser if:-
 (i)
    
    a Superior Acquisition Proposal is made and has not been withdrawn;
and(ii)
    
    the Board of Directors of the Guarantor concludes in good faith and
business judgment, that, in light of such Superior Acquisition Proposal, the
termination of this Agreement is required in order for the Board of Directors of
the Guarantor to comply with its fiduciary obligations to the Guarantor and/or
the Guarantors shareholders under the laws of the State of Ohio;
  16




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3.5.2.
    
    In the event of the Covenantors electing to terminate this Agreement pursuant to this
Clause 3.5, the Covenantors shall not be deemed to be in breach of their obligations
pursuant to this Agreement and the Covenantors shall within 14 days of such date pay to
the Purchaser the SAP Break Fee.
 3.6.
    
    The provisions in clause 8.1 (Announcements), clause 8.2 (Confidentiality), clause 8.5 (Whole
Agreement), clause 8.7 (Remedies Cumulative) clause 8.10 (Notices), clause 8.13 (Governing
Law) and clause 8.14 (Jurisdiction) will continue in full force and effect notwithstanding
termination of the Agreement pursuant to this clause 3.
 3.6.1.
    
    Completion Deliverables:Upon Completion the Covenantors shall deliver to the
Purchaser:
 (1)
    
    Subject to clause 4.2, novations or assignments of the Business
Contracts and/or the grant of new contracts to the Purchaser from all
counterparties to Business Contracts including the customers listed in Schedule
14together with (in the case of assignments) the written consent of the
Business Contract counterparty concerned to the assignment of the Business
Contract together with a deed of assignment duly executed by the Vendor and (in
the case of a novation) a novation agreement duly executed by the Vendor and the
Business Contract counterparty in both cases on terms acceptable to the
Purchaser in its reasonable discretion or, in lieu of the foregoing, the written
agreement of the relevant Business Contract counterparty to grant a new Business
Contract to the Purchaser on terms identical as to scope and price and
substantially the same as to the other terms and conditions to the existing
Business Contract or (where no such written contract exists between the Vendor
and the other party) on terms acceptable to the Purchaser in its reasonable
discretion.(2)
    
    the Patent Assignment and Licence set out in Schedule 16duly
executed by SIFCO Research and Development Limited and the Covenantors;(3)
    
    a Deed of Release from Bank of Ireland in respect of the charge
created over the Property created pursuant to the Debt Purchase Facility between
the Vendor and the Governor and Company of the Bank of Ireland trading as Bank
of Ireland Finance;(4)
    
    a letter from the Bank of Ireland addressed to the Purchaser
confirming that the Bank of Ireland have no interest in any of the Assets or the
Business transferring from the Vendor to the Purchaser pursuant to the
Agreement;(5)
    
    a Tax Clearance Certificate pursuant to Section 980 TCA;(6)
    
    the TSA in an Agreed Form duly executed by the Covenantors;(7)
    
    a Long Term Services Agreement between the Vendor and the
Purchaser which is to be agreed by both parties between the date of this
Agreement and Completion which will deal with, inter alia, the basis on which
the Vendor will provide LPPs and platinum coating services to the Purchaser.
For the avoidance of doubt the Long Term Services Agreement shall provide for
the provision of Services by the Vendor to the Purchaser
 i.
    
    for a period of a least 5 years or for a period of
four months after either (i) the Vendor ceases to own or (ii) advises the
Purchaser of its intention to cease to operate the Excluded Business in
each case, if less than 5 years;ii.
    
    at market rates;iii.
    
    in a prompt manner which enables the Purchaser to carry
on the Business and serve the needs of
 17




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its customers in a timely and efficient manner; and
 (8)
    
    The Escrow Agreement set out in Schedule 21duly executed by the Vendor and
the Vendors Solicitors.(9)
    
    A legal opinion addressed to the Purchaser from Squire Sanders
and Dempsey LLP in the form described in Schedule 23.
 3.6.2.
    
    Covenants:The Covenantors hereby covenant and warrant to the Purchaser as follows
and hereby fully and effectually indemnify and agree to keep the Purchaser fully and
effectually indemnified against all loss and damages suffered or incurred (whether
directly or indirectly) as a result of any breach of any such covenant or warranty:
 (1)
    
    the Purchaser has carried out all the works on the Property on
the terms recommended by the phase I environmental survey of the Property by OCM
Consultants together with works relating to (i) the diversion and connection of
the discharge point for treated waste water from the onsite wastewater treatment
plant to the foul sewer located on the Property; (ii) the diversion of the
discharge of wash water from the peen room and cooling water to the foul sewer
located on the Property; (iii) the sealing of storm water inspection chambers in
the general storage area, services yard and chemical stripping area of the
Property; and (iv) the lawful excavation and disposal of all contaminated
materials in the external storage yard and soakway. Enterprise Ireland and the
Industrial Development Authority has provided its consent to the transfer of the
Business and Assets of the Vendor to the Purchaser in accordance with the terms
of this Agreement and has confirmed that all transferring assets forming part of
the Business or the Assets are not subject to any Encumbrance as a result of the
terms of the various Grant Agreements or any other agreement entered into by the
Vendor and Enterprise Ireland or the Industrial Development Authority;(2)
    
    the sale and purchase of the Assets pursuant to this Agreement
does not require to be notified to the Competition Authority pursuant to either
Section 18(1) or Section 18(3) of the Competition Act.(3)
    
    The Vendor has discharged (or will discharge) in the ordinary
course and in accordance with past practice all sums owed by it in respect of
all goods and services received by the Vendor prior to Completion but in respect
of which at the Date of Completion the Vendor has not been invoiced or has not
discharged payment.(4)
    
    The Covenantors hereby covenant that between the date of this
Agreement and Completion, they shall allow the Purchaser conduct a physical
inventory inspection to confirm the value of Finished Products, Partly Finished
Products and Assets at Completion.(5)
    
    To the extent that the Restructuring Plan is not Fully Complete
at Completion, the Covenantors hereby covenant to the Purchaser to Fully
Complete the Restructuring Plan as soon as is practicable after Completion in
accordance with the terms of the TSA.(6)
    
    The charge in favour of the Governor and Company of the Bank of
Ireland referred to at clause 3.6.1(3) has been released and the Assets are free
from Encumbrances.
 3.7.
    
    Conduct of Business
  3.7.1.
    
    the Covenantors covenant in the manner set out in Schedule 11;3.7.2.
    
    the Covenantors shall notify the Purchaser immediately if any one or more of them
becomes aware of a fact or circumstance which constitutes or which would constitute or
could reasonably constitute a breach of covenant set out in Schedule 11;
 18




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3.7.3.
    
    the Covenantors shall consult the Purchaser and keep the Purchaser informed and
involved, with respect to all material matters relating to the Business and all
requests and representations made by the Vendor or its agents to OEMs, customers or
regulators of the Vendor; and3.7.4.
    
    The Purchaser covenants and undertakes to the Vendor that it shall use all reasonable
efforts to assist the Vendor in obtaining the benefit of those licenses, approvals and
regulatory consents including the benefit of those licenses listed in Schedule 7and
shall make appropriate personnel available to the Vendor for such purpose.3.7.5.
    
    The Purchaser shall be entitled to appoint an observer to consult with the Vendor and
attend at the Vendors premises between the date of this Agreement and Completion to
observe the restructuring as contemplated by the Restructuring Plan and to ensure
compliance with the provisions of the Restructuring Plan and the covenants set out in
Schedule 11.
 3.8.
    
    Breach Before CompletionIf, at any time before Completion, the Purchaser considers in its reasonable opinion that
the Conditions are not fulfilled by Completion or the Purchaser elects to terminate the
Agreement pursuant to clauses 3.4 (other than pursuant to clause 3.4.4) or pursuant to any
other provision of this Agreement, or if any of the Covenantors give a notice pursuant to
clause 3.5 above, the Purchaser may terminate this Agreement with immediate effect by
written notice to the Vendor at any time before Completion.3.9.
    
    Consequence of BreachIf the Purchaser elects to terminate this Agreement pursuant to clause 3.8 as a consequence
of any act of wilful breach or fraud on the part of any Covenantor the Covenantors shall pay
to the Purchaser a sum equal to US$500,000 within 14 days of such written notice and any
case where clause 3.8 applies each partys further rights and obligations will cease
immediately on termination but termination will not affect a partys accrued rights and/or
obligations at the date of termination, and the provisions in clause 8.1 (Announcements),
clause 8.2 (Confidentiality), clause 8.5 (Whole Agreement), clause 8.7 (Remedies
Cumulative), clause 8.10 (Notices), clause 8.13 (Governing Law) and clause 8.14
(Jurisdiction) will continue in full force and effect notwithstanding termination of the
Agreement pursuant to clause 3.7.3.10.
    
    Actions at Completion: Upon Completion:
 3.10.1.
    
    possession of the Assets shall, as far as practical, be given and, where required,
assigned to the Purchaser however for the avoidance of doubt title to all those Assets
which are capable of passing by delivery shall pass by delivery and not pursuant to the
terms of this Agreement or the Property Contract.3.10.2.
    
    title in the Assets shall pass to the Purchaser on the Completion Date. From the
Completion Date, the Vendor shall hold the Assets (including any Asset which is subject
to a consent requirement pursuant to clause 4.2) in trust for the Purchaser, absolutely
until they have been delivered, formally transferred or assigned to the Purchaser
pursuant to the terms of the Agreement, and shall act in accordance with the
Purchasers instructions in respect of any Asset which it so holds as trustee;3.10.3.
    
    the Vendor and the Purchaser shall comply with the terms of clause 5 (in relation to
the Employees and the Additional Employees); and3.10.4.
    
    the Purchaser shall be registered in Ireland for employers PRSI, PAYE, VAT and
corporation tax.
 3.11.
    
    Payments at Completion
 3.11.1.
    
    Subject to clauses 2.6, 2.7 and 3.11.2 and due compliance by the Covenantors with
Schedule 11, the Purchaser shall on Completion pay to the Vendor the Consideration
(less the Restructuring Escrow Amount (if any), the OEM Escrow Amount (if any) and the
Inventory Shortfall Amount (if any) plus the Inventory Excess Amount (if any)) by way
of wire transfer to a bank account designated by the Vendor and notified to the
Purchaser less withholding tax if the requirement to produce any certificate required
under Section 980 of the TCA is not fulfilled by the Vendor.
 19




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3.11.2.
    
    The Purchaser shall on Completion pay to the Governor and Company of the Bank of
Ireland the Bank of Ireland Charge Redemption Amount by way of wire transfer.
 3.12.
    
    Payments after Completion
 3.12.1.
    
    The Purchaser shall be responsible for the payment of the Stamp Duty Liability.
 4.
    
    ALLOCATION OF CONSIDERATION4.1.
    
    Valuation of the Assets: The value attributed by the Vendor and the
Purchaser to the Assets as at Completion is as follows:
 As describedin clause:
    
    US$2.1.1 (goodwill)
    
    102.1.2 (property)
    
    4,500,0002.1.3 (plant, machinery)
    
    1,360,0002.1.4 (Information)
    
    102.1.5 (Intellectual Property Rights)
    
    2,569,9502.1.6 (materials, stock etc)
    
    1,320,0002.1.7 (contracts)
    
    102.1.8 (business contracts)
    
    102.1.9 (licences)
    
    102.1.10 (other property)
    
    109,750,000
 4.2.
    
    Business Contracts
 4.2.1.
    
    Subject to clause 4.2.5 below with effect from Completion, the Vendor at the option
of the Purchaser, shall in respect of each contract and/or any or all of the Vendors
other pending contracts, engagements and orders in connection with the Business:-
 (a)
    
    assign (or procure the assignment) of the contract in question to
the Purchaser or its nominee(s);(b)
    
    procure the novation of the Business Contract in question so that
the Purchaser or its nominee(s) will become party to the relevant contract in
place of the Vendor; and/or(c)
    
    obtain the consent or waiver to the event of default or to the
termination of the contract in question,
  4.2.2.
    
    For the avoidance of doubt, where any contract is assigned or novated as contemplated
by clause 4.2.1 above, the Purchaser shall assume all the obligations and become
entitled to all the benefits of the Vendor under any such contract to the extent such
obligations and benefits relate to the Business.4.2.3.
    
    Without prejudice to the Purchasers rights under clause 3, in the event that an
assignment/novation of any contract as contemplated by clause 4.2.1 above, is not
obtained (as a result of the failure to secure relevant third party consent or
otherwise) prior to or at the Completion Date, the Vendor, at the option of the
Purchaser, shall either:-
 20




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(a)
    
    immediately terminate at the Vendors own cost and expense the
contract in question to the extent that it can contractually and legally do so;
or(b)
    
    take all reasonable steps at the Vendors own cost and expense to
procure the contract in question is novated/assigned on such reasonable terms
acceptable to the Purchaser as soon as possible after the Completion Date to
include using all reasonable endeavours to obtain all necessary consents for the
assignment of the same or to arrange the novation thereof.
 4.2.4.
    
    Further to clause 4.2.3(b) above, unless or until the contract in question has been
novated or assigned or any event of default/termination provision waived, the Vendor
following Completion, at the Purchasers option, shall either:-
 (a)
    
    unless contractually prevented from so doing, sub-contract the
relevant contract to the Purchaser on the same terms and for the same
remuneration that applied to that contract; or(b)
    
    act in connection with the relevant contract in all respects as
the Purchaser may reasonably direct from time to time (subject to the Purchaser
indemnifying the Vendor against any claim arising in respect of such performance
with the Purchaser providing to the Vendor all necessary resources for such
performance),
 so that (without prejudice to the generality of the foregoing) the Purchaser shall
perform the obligations and liabilities arising under the relevant contract in
question insofar as any such obligation or liability arises after Completion
(provided that no such obligation or liability is in respect of any breach of the
relevant contract by the Vendor prior to Completion) and the full benefit of all
contractual rights, benefits and claims hereunder whether arising before or after
Completion shall vest in and be held on trust by the Vendor for the Purchaser
absolutely provided that if such holding in trust of the relevant contract
constitutes a breach of any such relevant contract (and subject to the Vendor
indemnifying the Purchaser against any claim, costs, demands and liabilities arising
in respect of such breach), the Vendor and the Purchaser shall make such other
arrangements between themselves to ensure the economic benefit and arrangement of
such contract shall be available to the Purchaser.4.2.5.
    
    For the avoidance of doubt, the provisions of this clause 4.2. will not apply to the
transfer or grant of original equipment manufacturing (OEM) licences to the Purchaser
from the engine manufacturers listed in Schedule 7.
 5.
    
    EMPLOYEES5.1.
    
    Safeguarding of Employees Rights: The Vendor and the Purchaser shall discharge all their
obligations (if any) arising under or by virtue of the European Communities (Protection of
Employees on Transfer of Undertakings) Regulations, 2003 (Employment Regulations).5.2.
    
    Evidence and Information: The Vendor shall both before and after Completion furnish to the
Purchaser such evidence and information as the Purchaser may from time to time reasonably
require in relation to the discharge by the Vendor of the Vendors said obligations together
with such other information as the Purchaser may from time to time require in relation to the
intentions, proposals and actions of the Vendor in connection with contracts of employment,
employment relationships or collective agreements and any other matters in connection
therewith. Each of the Vendor and the Purchaser will provide the other with such information
as they may request in order to allow them to perform their obligations under the Employment
Regulations.5.3.
    
    Pre Completion Liability & Indemnity: The Vendor shall perform and shall be fully liable and
responsible for all obligations and liabilities whatsoever pertaining to matters arising (i)
prior to Completion in relation to the Employees or any other person who is or has been or
purports to be or have been employed in the Business or by virtue of or in connection with
contracts of employment, employment relationships and/or collective agreements in existence at
any time prior to Completion, and (ii) at any time prior to the formal
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transfer of Additional Employees to the employment of the Purchaser in relation to the
Additional Employees (if any) (whether discovered before or after Completion) including,
without limitation, under any applicable statute and the Covenantors hereby fully and
effectually indemnify and agree to keep the Purchaser fully and effectually indemnified
against all judgments, claims, decrees, prosecutions, orders, awards, damages, costs,
liabilities and expenses howsoever arising (including, without limitation costs, payments
and expenses of any reasonable settlement entered into by the Purchaser) under or by virtue
thereof. In the event that any claim, arising from circumstances prior to Completion (or,
the case of Additional Employees (if any), circumstances arising prior to the formal
transfer of such Additional Employees to the employment of the Purchaser), is made against
the Purchaser or any affiliate of the Purchaser, the Vendor shall furnish to the Purchaser
such evidence and information as the Purchaser may require to defend those claims and the
Purchaser (or the affiliate of the Purchaser as the case may be) shall have the option (at
its sole discretion) of whether to have the conduct of any such claim.5.4.
    
    Purchaser Indemnity:Strictly subject to and without limiting the Vendors indemnity under
Clause 5.5, the Purchaser shall indemnify and keep the Vendor indemnified against all costs,
claims, losses, liabilities and expenses whatsoever arising out of or in connection with:
 5.4.1.
    
    any claim (statutory, contractual or otherwise) made by or on behalf of any Employee
which relates to his or her employment by the Purchaser after the Completion Date or
any claim (statutory, contractual or otherwise) made by or on behalf of any Additional
Employee which relates to his or her employment by the Purchaser after the date such
Additional Employee formally transfers to the employment of the Purchaser respectively;5.4.2.
    
    the employment or termination of employment of any Employee after the Completion Date
or the employment or termination of employment of any Additional Employee after the
date any Additional Employee formally transfers to the employment of the Purchaser; or5.4.3.
    
    subject to clause 5.5.3, any substantial and detrimental change in the working
conditions or remuneration of any Employee after the Completion Date or any substantial
and detrimental change in the working conditions or remuneration of any Additional
Employee after the date such Additional Employee formally transfers to the employment
of the Purchaser.
 5.5.
    
    Transfer of Employees:
 5.5.1.
    
    The Vendor shall prior to Completion comply where appropriate with sections 9(2) and
20 of the Redundancy Payments Act, 1967 and shall facilitate the Purchaser in this
regard so that continuity, where appropriate, is maintained.5.5.2.
    
    The Vendor shall indemnify the Purchaser and keep the Purchaser indemnified on demand
against any and all actions, proceedings, liabilities, claims, damages, awards or
reasonable costs and expenses arising from a claim made against the Purchaser or any
affiliate of the Purchaser arising from the failure of the Vendor to comply with its
obligations under this Clause 55.5.3.
    
    The Vendor shall indemnify the Purchaser and keep the Purchaser indemnified on demand
against any and all actions, proceedings, liabilities, claims, damages, awards or costs
and expenses (including for the avoidance of doubt, future employment costs) arising
from a claim made against the Purchaser or any affiliate of the Purchaser by or on
behalf of any employee or any person who has been, or purports to be or have been
employed in the Business other than the Employees and the Additional Employees of the
Business for the purpose of the Employment Regulations.5.5.4.
    
    The Vendor and the Purchaser shall agree what employees constitute the Employees and
the Additional Employees and the Purchaser shall be entitled, between the date of this
Agreement and Completion, to interview any staff and shop floor supervisor employees of
the Vendor in order to determine if such employees of the Vendor will form part of the
Employees and the Additional Employees. The Purchaser shall notify the Vendor in
writing of the dates and times of such interviews and the Vendor shall be entitled to
participate in such interviews. Where the Purchaser reasonably identifies a valid
business reason, the Purchaser shall prior to Completion be entitled to reject the
Vendors identification of any employee as an Employee or Additional Employee and the
Employees as identified in Schedule 2 shall be amended accordingly
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5.6.
    
    Pensions:
 5.6.1
    
    The Vendor shall procure that any Employee and any Additional Employee who as at
Completion is accruing benefits under or benefiting from contributions to the Pension
Schemes shall, in addition to any options on leaving service under the rules of the
applicable Scheme, be given the option to elect to retain their accrued benefits (to include
those funded by employer contributions) within the applicable Pension Scheme or to transfer
their accrued benefits to an alternative scheme or arrangement.5.6.2
    
    If so required by the Purchaser and subject to any requirement in the governing
provisions of the DC Scheme to enter into a deed by which the Purchaser (or a company
nominated by it) undertakes to comply with and observe the provisions of the trust deed and
rules governing the DC Scheme and to any applicable Revenue requirements, the Vendor shall
procure that a company nominated by the Purchaser (which, for the avoidance of doubt, may
include the Purchaser) shall be admitted to participation in the DC Scheme in respect of the
Employees, the Additional Employees and any other employees engaged in the service of the
Business by the nominated company after Completion for a period of up to 3 months following
Completion provided that the Purchaser shall ensure that the same benefit levels as apply to
the Vendors employees who are active members of the DC Scheme shall be maintained by the
nominated company in respect of any employees in respect of whom the nominated company
participates in the DC Scheme, and the Purchaser shall discharge any and all costs and
expenses incurred by the Vendor in complying with this clause.
 5.7.
    
    Obligation to Assist:Without prejudice to the other provisions of this clause 5, each of the
Vendor and the Purchaser shall, at its own expense, give the other party such assistance as
the other party may reasonably require to contest any claim by any person employed in the
Business at or prior to Completion resulting from or in connection with this Agreement.6.
    
    FURTHER OBLIGATIONS OF THE VENDOR/COVENANTORS6.1.
    
    Capital Allowances:The Vendor hereby agrees to provide (and the Purchaser shall pay the reasonable costs of the
Vendor in so doing) such reasonable assistance and information as the Purchaser may
reasonably request in connection with the Purchasers claim (if any) for capital allowances
in respect of the Assets insofar as the information is available.
 6.2.
    
    Restrictions: In further consideration of the Purchaser entering into this Agreement and for
the purpose of assuring to the Purchaser the full benefit of the Business and the goodwill
associated with it, each of the Covenantors covenants with and undertakes to the Purchaser (as
trustee for itself and any successor in title to the Business) that it will not, without the
prior written consent of the Purchaser:
 6.2.1.
    
    Carry on Business in Competitionat any time during the Restricted Period, carry on or be engaged, employed, concerned
or interested in carrying on or assisting in any business that competes directly with
the Business in any way within the Restricted Area, whether as principal, shareholder
or in any other capacity on its own behalf or in conjunction with or on behalf of any
other person, but this restriction will not apply to the mere holding of up to 5% of
a class of securities which are traded on a recognised securities market;6.2.2.
    
    Employeesat any time during the Restricted Period, canvass, solicit, or entice away from the
Purchaser (or any successor in title to the Business) any officer, employee or
consultant (who was in such a position at the date of this Agreement) whether or not
that person would commit a breach of his contract of employment or consultancy by
reason of leaving service (although any officer or employee will be entitled to
respond to a public advertisement of employment);
 23




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6.2.3.
    
    Customersat any time during the Restricted Period, canvass, solicit, approach or entice away
from the Purchaser (or any successor in title to the Business) any person who was a
customer of the Business within 24 months before Completion save and except that, for
the avoidance of doubt, it is acknowledged that this restriction will not apply to
any customer of the Excluded Business or the Small Aerospace Business in relation to
any matter solely concerning the Excluded Business or the Small Aerospace Business.6.2.4.
    
    Suppliersat any time during the Restricted Period, canvass, solicit, approach or entice away
from the Purchaser (or any successor in title to the Business) any person who
supplied goods or services to the Business within 24 months before Completion or
interfere or seek to interfere or take steps which may interfere with supplies to the
Purchaser (or any successor in title to the Business) or the terms of business
relating to such supplies save and except that, for the avoidance of doubt, it is
acknowledged that this restriction will not apply to any supplier of the Excluded
Business or the Small Aerospace Business in relation to any matter solely concerning
the Excluded Business or the Small Aerospace Business.6.2.5.
    
    Intellectual Propertyat any time after Completion, directly or indirectly use or attempt to use in the
course of any business or otherwise on its own account or in connection with or on
behalf of any person,
 (1)
    
    any Intellectual Property included in the Assets; or(2)
    
    any name used in connection with the Business or any other name,
part of a name, combination or abbreviation which is likely to be confused with
such names (whether or not such name, part of a name, combination or
abbreviation is used in conjunction with any other name, place or description)
other than as contemplated by the Deed of Assignment and Licence contained in
Schedule 16; and
 6.2.6.
    
    Association with the Businessat any time after Completion in the course of carrying on any trade or business or
for the purpose of obtaining or retaining any business or custom claim, represent or
otherwise indicate any present association with the Business.
 6.3.
    
    Extension of CovenantEach Covenantor shall procure that no person owned or controlled directly or indirectly by
it (whether alone or together with one or more other Covenantor) will act in such a way as
would be a contravention of the obligations contained in this clause 6 if any Covenantor
were so to act.
 6.4.
    
    ModificationWhilst the restrictions in clause 6 are considered by the parties to be reasonable and
indispensable in all the circumstances as at the date of this Agreement, it is acknowledged
that restrictions of that nature may be void because of changed circumstances or other
unforeseen reasons; therefore, if any restrictions are held to be or are reasonably likely
to be held (in the opinion of Purchaser) void by any court or regulatory authority but would
be valid if part of the wording were amended or the relevant period or scope reduced, those
restrictions will apply with the modifications necessary to make them valid and effective,
and those modifications will not affect the validity of any other restrictions in this
Agreement.
 7.
    
    WARRANTIES
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7.1.
    
    Warranties
 7.1.1.
    
    The Covenantors warrant and represent to the Purchaser that each of the Warranties is
true, accurate and not misleading subject only to any exceptions fairly disclosed in
the Disclosure Letter and any matter expressly provided for in this Agreement. In this
Agreement fairly disclosed means disclosed in such a manner and in such detail as to
enable a reasonable purchaser to make an informed and proper assessment of the matter
concerned.7.1.2.
    
    The Covenantors acknowledge that the Purchaser has entered into this Agreement in
reliance upon the Warranties.7.1.3.
    
    Each of the Warranties is separate and independent and is not limited by reference to
any other paragraph of Schedule 1 or by anything in this Agreement (other than the
provisions of this clause 7).7.1.4.
    
    None of the Warranties will be deemed in any way to be modified or discharged by
reason of any investigation or enquiry made, or to be made, by or on behalf of the
Purchaser, and no information of which the Purchaser has knowledge (actual or
constructive), other than by reason of it being fairly disclosed in the Disclosure
Letter, will prejudice any claim which the Purchaser may be entitled to bring or will
operate to reduce any amount recoverable by the Purchaser under this Agreement.
 7.2.
    
    Warranties RepeatedThe Covenantors further warrant and represent to and undertake with the Purchaser that each
of the Warranties will be true and not misleading and will have been complied with in all
respects as if entered into afresh at Completion. For this purpose, where there is an
express or implied reference in a Warranty to the date of this Agreement, that reference
is to be construed as a reference to the date of Completion.
 7.3.
    
    Deductions and Withholdings
 7.3.1.
    
    All sums payable by the Covenantors under this Agreement shall be paid free and clear
of all deductions or withholdings unless such deduction or withholding is required by
law. In the event of there being any such deduction or withholding or in the event
that the Purchaser incurs any liability to Tax as a result of or by reference to the
receipt of any payment made under this Agreement, the Covenantors shall pay such
additional amounts as shall be required to ensure that the net amount received and
retained by the Purchaser (after Tax) will equal the full amount which would have been
received and retained by it had not such deduction or withholding been made and/or no
such liability to Tax been incurred provided that if a payment is made to a person
other than the Purchaser this clause shall not apply to the extent that such Tax would
not have been payable had the payment been made to the Purchaser.7.3.2.
    
    Any amount paid by the Covenantors to the Purchasers in respect of any of the
provisions of this Agreement, shall be treated as paid to the Purchasers by way of
pro-rata reduction in the Consideration payable for the purchase of the Business and
the Assets.
 7.4.
    
    LimitationsNotwithstanding the provisions of clauses 7.1 to 7.2 and in the absence of fraud, wilful
misconduct or wilful concealment of the Vendor, the Covenantors or their agents, advisers,
officers or employees the Covenantors will not be liable for any Warranty Claim:
 7.4.1.
    
    Timeunless notice of it is given in writing by the Purchaser to the Covenantors setting
out brief particulars of the grounds on which the Warranty Claim is based within 3
years of Completion except that the time limit is to be five completion years from
the end of the accounting period of the Vendor in which the Completion falls for a
claim relating to Tax which accounting period shall end no later
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than 30th September 2006.7.4.2.
    
    Aggregate Minimum Claimsunless the aggregate amount of the Covenantors claims, (each being in excess of an
amount equivalent to or greater than US$10,000) exceeds US$100,000, in which case all
such duly notified claims, including claims previously notified, shall accrue against
and be recoverable from the Covenantors.7.4.3.
    
    Cap on Liabilitythe aggregate liability of the Covenantors liability arising in any way under this
Agreement (including any costs suffered or incurred) shall not exceed the
Consideration less any sum which is refunded to the Purchaser from either the
Restructuring Escrow Account or the OEM Escrow Account.7.4.4.
    
    Changes in Lawto the extent that it arises or is increased or extended as a result of any of the
following occurring after Completion with retrospective effect:
 (1)
    
    an increase in rates of Tax;(2)
    
    a change in the law or in any regulation, requirement or
published code of conduct of any relevant agency or regulatory body; or(3)
    
    any parliamentary statement, or statement by the Revenue
Commissioners concerning any change in published Revenue practice
  7.4.5.
    
    Further Limitations:No liability shall attach to the Covenantors in respect of any Warranty Claim to the
extent that:-
 (1)
    
    such Warranty Claim relates to a matter which (i) would have
entitled the Purchaser to terminate the Agreement pursuant to clause 3.8 had the
Purchaser so elected (the Clause 3.8 Termination Right) and (ii) the Purchaser
had actual knowledge of the Clause 3.8 Termination Right;(2)
    
    such Warranty Claim relates to any loss for which the Purchaser
exactly recovers under insurance;(3)
    
    any indirect or consequential damages are suffered by the
Business or the Purchaser directly or indirectly in connection with such
Warranty or Claim;(4)
    
    the Warranty Claim arises as a result of any act, carried out
after Completion by or on behalf of the Purchaser;(5)
    
    a voluntary cessation of trading of the Business after Completion; and(6)
    
    the Warranty Claim arises directly as a result of a breach by the
Purchaser of its obligations under this Agreement.
 7.5.
    
    No Representation etc.Information supplied by or on behalf of any Employee in connection with the Warranties or
the exceptions, or the information disclosed in the Disclosure Letter or otherwise in
relation to the Warranties, the Assets,
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the Business and affairs of the Vendor, will not constitute a representation, warranty or
guarantee as to its accuracy, and the Covenantors hereby assign to the Purchaser any claims
which they might otherwise have against any Employee in respect of that information, and
undertake not to bring any action or proceedings in relation to it.
 7.6.
    
    GuaranteeSubject to the terms, conditions and limitations of this Agreement, the Guarantor hereby
unconditionally and irrevocably guarantees the full, prompt and complete performance and
discharge by the Vendor of all its obligations and liabilities under this Agreement.
 7.7
    
    Conduct of Warranty Claims7.7.1
    
    In the event of any Warranty Claim by the Purchaser succeeding and any payment being made by
the Covenantors pursuant thereto, the Purchaser shall, in so far as it legally can, assign or
procure the assignment to or to the order of the Covenantors, all rights of reimbursement,
actions and indemnities against third parties in respect of the subject matter of such
Warranty Claim (if any).7.7.2
    
    No person shall be entitled to recover any sum in respect of any Warranty Claim to the
extent that damages in respect of the same loss have already been received pursuant to a
Warranty Claim related to the same circumstances so that for this purpose, recovery by one
shall be deemed to be recovery by all other persons so entitled.7.7.3
    
    For the avoidance of doubt, nothing in this Agreement shall be deemed to relieve the
Purchaser from any common law duty to mitigate any loss or damage incurred by it.7.7.4
    
    If any third party claim is made or circumstances arise which it appears to the Purchaser
could reasonably give rise to a Warranty Claim:-
 (i)
    
    the Purchaser shall as soon as reasonably practicable give written notice to
the Covenantors and keep the Covenantors fully informed (subject to any legal duty of
confidentiality) of all material developments;(ii)
    
    the Purchaser shall take such actions as the Covenantors may reasonably request
to avoid, dispute, resist, appeal, delay, compromise, settle, defend or mitigate any
third party claim which could give rise to a Warranty Claim on the basis that the
Purchaser shall be fully indemnified by the Covenantors as to all costs and expenses
which it may reasonably incur by reason of such action, and provided that the Purchaser
may not be obliged hereunder to do or omit to do any act or thing which in its
reasonable opinion will or is likely to result in material damage or to the goodwill of
the Business or to the Purchasers relationship with the Employees, Additional
Employees, suppliers, customers, OEM licensors and regulatory or Taxation authorities;
and(iii)
    
    the Purchaser shall not make any admission of liability, agreement, settlement
or compromise with any person, body or authority in relation to any matter in respect
of which a Warranty Claim may arise without the prior written consent of the
Covenantors, which consent shall not be unreasonably withheld or delayed save that the
Purchaser shall be entitled to make any such admission, agreement, settlement or
compromise if in its reasonable opinion it is necessary in order to prevent any
material damage to the goodwill of the Business or to the Purchasers relationships
with the Employees, Additional Employees, suppliers, customers, OEM licensors and
regulatory or Taxation authorities occurring.
 7.7.5
    
    The Purchaser shall upon receiving reasonable notice, give the Covenantors and their
professional advisers reasonable access to the premises and/or personnel of the Business and
to any relevant chattels, and (subject to any legal duty of confidentiality) access to
documents and records within the power, possession or control of the Purchaser to enable the
Covenantors and its professional advisers to examine such chattels, documents and records and
take copies or photographs thereof at the Covenantors own expense for the purposes of
assessing a Warranty Claim.7.7.6
    
    Save as expressly provided in this Agreement, the Purchaser acknowledges that it has placed
no reliance,
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and will not at any time hereafter place reliance on any information or representation,
whether expressed, implied, written or oral (and whether or not obtained during the
negotiation of any aspect of the transactions reflected in this Agreement), relating to the
Business other than the Warranties and the provisions of this Agreement.
 8.
    
    MISCELLANEOUS PROVISIONS8.1.
    
    Announcements
 8.1.1.
    
    Subject to clause 8.1.2, no party shall make any announcement to shareholders,
employees, customers or suppliers, or to securities markets or other authorities or to
the media or otherwise, regarding the subject-matter of this Agreement or any term or
provision of it without the prior written approval of the other parties to this
Agreement.8.1.2.
    
    Clause 8.1.1 will not apply if and to the extent that such announcement is required
by any law applicable to the party making the announcement or by:
 (1)
    
    bona fide contractual arrangements with unrelated third parties
in existence at the date of this Agreement; or(2)
    
    any securities exchange, regulatory or governmental authority or
Court having jurisdiction over the party making the announcement whether or not
the requirement has the force of law,
  8.1.3.
    
    The provisions in this clause 8.1 will continue to apply after Completion.8.1.4.
    
    If any party proposes to make an announcement pursuant to this clause 8.1, it shall
provide copies of that proposed announcement to each of the other parties to this
Agreement before the announcement is made unless this is contrary to law or not
reasonably practicable, in which case, a copy of the announcement shall be so provided
to each party as soon as reasonably practicable.8.1.5.
    
    Each party undertakes to provide all such information known to it or which on
reasonable enquiry ought to be known to it as may reasonably be required by the any
other party in relation to the Business for the purposes of complying with the
requirements of law or any securities exchange or regulatory or governmental authority
having jurisdiction over the Business.8.1.6.
    
    Nothing in this clause 8 shall restrict the Purchaser following Completion from bona
fide disclosing information to third parties concerning the Business and, without
limitation, the past performance of the Business or informing third parties of the
Purchasers acquisition of the Business.
 8.2.
    
    Confidentiality
 8.2.1.
    
    Purchaser Confidential Information:The Covenantors undertake with the Purchaser that
they shall preserve the confidentiality of, and not directly or indirectly reveal,
report, publish, disclose, transfer or use for their own or any other purposes
Purchaser Confidential Information except:
 (1)
    
    in the circumstances set out in clause 8.2.2;(2)
    
    to the extent otherwise expressly permitted by this Agreement; or(3)
    
    with the prior written consent of the Purchaser.
 8.2.2.
    
    The Covenantors are permitted to disclose Purchaser Confidential Information:
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(1)
    
    where the Purchaser Confidential Information, before it is
furnished to any of the Covenantors, is in the public domain;(2)
    
    where the Purchaser Confidential Information, after it is
furnished to any of the Covenantors, enters the public domain otherwise than as
a result of: (i) a breach by any of the Covenantors of its obligations in this
clause 8.2 or (ii) a breach by the person who disclosed that Purchaser
Confidential Information of a confidentiality obligation where any of the
Covenantors is aware of such breach;(3)
    
    if and to the extent that a Covenantor discloses Purchaser
Confidential Information to any person:
 (a)
    
    in compliance with any requirement of law;(b)
    
    in response to a requirement of any
securities exchange, regulatory or governmental authority or court
having jurisdiction over that Covenantor; or(c)
    
    in order to obtain Tax or other
clearances or consents from the Revenue Commissioners or other
relevant taxing or regulatory authorities,
  8.2.3.
    
    The restrictions contained in this clause 8.2 will continue to apply after Completion
and will apply in relation to the existence and provisions of this Agreement and
information relating to the Purchaser regardless of whether or not Completion occurs.8.2.4.
    
    Vendor Confidential Information:The Purchaser undertakes with the Covenantors that
they shall preserve the confidentiality of, and not directly or indirectly reveal,
report, publish, disclose, transfer or use for their own or any other purposes Vendor
Confidential Information except:
 (1)
    
    in the circumstances set out in clause 8.2.5;(2)
    
    to the extent otherwise expressly permitted by this Agreement; or(3)
    
    with the prior written consent of the Purchaser.
 8.2.5.
    
    The Purchaser is permitted to disclose Vendor Confidential Information:
 (1)
    
    where the Vendor Confidential Information, before it is furnished
to the Purchaser, is in the public domain;(2)
    
    where the Vendor Confidential Information, after it is furnished
to the Purchaser, enters the public domain otherwise than as a result of: (i) a
breach by the Purchaser of its obligations in this clause 8.2 or (ii) a breach
by the person who disclosed that Vendor Confidential Information of a
confidentiality obligation where the Purchaser is aware of such breach;(3)
    
    if and to the extent that the Purchaser discloses Vendor
Confidential Information to any person:
 (a)
    
    in compliance with any requirement of law;(b)
    
    in response to a requirement of any
securities exchange, regulatory or governmental authority or court
having jurisdiction over the Purchaser; or(c)
    
    in order to obtain Tax or other
clearances or consents from the Revenue Commissioners or other
relevant taxing or regulatory authorities,
 29




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8.2.6.
    
    The restrictions contained in this clause 8.2 will continue to apply after Completion
and will apply in relation to the existence and provisions of this Agreement and
information relating to the Covenantors regardless of whether or not Completion occurs.
 8.3.
    
    Costs and ExpensesEach party to this Agreement will pay its own costs of and incidental to this Agreement, the
Property Contract, any other related agreements and their implementation but which shall
not, for the avoidance of doubt, include the amounts expressly stated to be payable by the
Purchaser or the Vendor (as the case may be) pursuant to this Agreement.8.4.
    
    SeverabilityAll the terms and provisions of this Agreement are distinct and severable, and if any term
or provision is held or declared to be unenforceable, illegal or void in whole or in part by
any court, regulatory authority or other competent authority it will to that extent only be
deemed not to form part of this Agreement, and the enforceability, legality and validity of
the remainder of this Agreement will not in any event be affected. The parties shall then
use all reasonable endeavours to agree a term or provision to replace the unenforceable,
illegal or void term or provision which is legal and enforceable and which has an effect
that is near as possible to the intended effect of the term or provision to be replaced.8.5.
    
    Whole AgreementThis Agreement, the Property Contract, Patent Assignment and Licence, TSA (together with any
documents to be executed pursuant to the terms of this Agreement) and the Disclosure Letter
supersede all prior representations, arrangements, understandings and agreements, and sets
out the entire, complete and exclusive agreement and understanding between the parties.8.6.
    
    SurvivalThe provisions of this Agreement which have not been performed at Completion will remain in
full force and effect notwithstanding Completion.8.7.
    
    Remedies CumulativeThe provisions of this Agreement and the rights and remedies of the parties are independent,
cumulative and are without prejudice and in addition to any rights or remedies which a party
may have at law or in equity. The exercise by a party of any one right or remedy under this
Agreement or at law or in equity will not (unless expressly otherwise provided in this
Agreement or at law or in equity) operate so as to hinder or prevent the exercise by that
party of any other right or remedy.8.8.
    
    Waiver
 8.8.1.
    
    Any party may, in whole or in part, release, vary, compound, compromise, waive or
postpone, in its absolute discretion, any liability owed to it or right granted to it
in this Agreement by any other party or parties without in any way prejudicing or
affecting its rights in respect of that or any other liability or right not so
released, varied, compounded, compromised, waived or postponed.8.8.2.
    
    No single or partial exercise, or failure or delay in exercising any right, power or
remedy by any party shall constitute a waiver by that party of, or impair or preclude
any further exercise of, that or any right, power or remedy arising under this
Agreement or otherwise.
 8.9.
    
    Further Assurance
 8.9.1.
    
    At the request of the Purchaser, the Covenantors shall (and shall procure that any other necessary
 30




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parties will) within 14 days of the request or such longer period as may be
reasonably necessary execute and do all such documents, acts and things as may
reasonably be required subsequent to Completion by the Purchaser for assuring to or
vesting in the Purchaser (including its nominee or nominees) the legal and beneficial
ownership of the Assets and generally to give effect to this Agreement.8.9.2.
    
    Without prejudice to the generality of the foregoing, the Vendor hereby agrees that
if the Purchaser reasonably considers that any assets owned by the Vendor and not
transferred to the Purchaser pursuant to this Agreement are required by the Purchaser
to enable it to carry out the Business or otherwise relate to the Business or the
Assets or any of them, then the Vendor shall promptly take such action and execute such
documents as the Purchaser may require for the purpose of procuring the transfer of
such assets to the Purchaser and the Purchaser shall reimburse the Vendor in respect of
any costs reasonably incurred by the Vendor in so doing.8.9.3.
    
    For a period of 12 months from Completion or such longer period as may be agreed
between the parties, the Purchaser shall have the right, on service of reasonable
written notice on the Vendor, to access any property owned, used or occupied by the
Vendor in order to view, use or remove any Assets (or asset transferred pursuant to
clause 8.9.2) situated thereat.8.9.4.
    
    In the event that the Vendor disputes whether an asset in respect of which it
receives a notification under clause 8.9.3 is an Asset (or asset transferred pursuant
to clause 8.9.2), it shall promptly notify the Purchaser accordingly and either the
Purchaser or the Vendor may call a meeting to resolve such dispute or effect a binding
determination or agreement in respect of such dispute, such meeting to be held within
five (5) Business Days of the date of written notice to the other calling the same
(unless otherwise agreed). Each of the Vendor and the Purchaser shall appoint a senior
representative who has the authority to resolve the dispute to attend that meeting.
The representatives shall meet as often as the Vendor and the Purchaser jointly deem
necessary in order to gather and exchange all applicable information with respect to
the matter in issue which the Vendor and the Purchaser believe appropriate and the
senior representatives shall negotiate in good faith to that end.8.9.5.
    
    In the event that the dispute remains unresolved for a period of fifteen (15)
Business Days from the date of the written notice referred to in section 8.9.3, the
matter shall at the election of any party be referred to the President of the Law
Society of Ireland to be resolved by arbitration.
 8.10.
    
    Notices
 8.10.1.
    
    Any notice or other communication to be given or served under this Agreement shall
be in writing, addressed to the relevant party and expressed to be a notice or
communication under this Agreement and, without prejudice to the validity of another
method of service (subject to clause 8.10.3), may be delivered or sent by pre-paid
registered post or facsimile addressed as follows:
 th
 
 th
 31




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8.10.2.
    
    A notice or other communication will be deemed to have been duly served or given:
 (1)
    
    in the case of delivery, at the time of delivery;(2)
    
    in the case of posting, 48 hours after posting (and proof that
the envelope containing the notice or communication was properly addressed,
prepaid, registered and posted will be sufficient evidence that the notice or
other communication has been duly served or given); or(3)
    
    in the case of facsimile, upon transmission, subject to the
correct code or facsimile number being received on the transmission report,
  8.10.3.
    
    A party giving or serving a notice or other communication under this Agreement by
facsimile shall also give or serve a copy by post, but without prejudice to the
validity and effectiveness of the service by facsimile.8.10.4.
    
    All notices or other communications shall be in the English language.
 8.11.
    
    Service of AgentWithout prejudice to any other mode of service:
 8.11.1.
    
    the Covenantors irrevocably appoint the Vendors Solicitors and the Purchaser
irrevocably appoints the Purchasers Solicitor as agent for service of process relating
to any proceedings before the courts of Ireland in connection with this Agreement, and
each party agrees to maintain as its agent the process agent in Ireland so notified
hereby during the term of this Agreement and after that during such period as any
action may be taken under it; and8.11.2.
    
    failure by a process agent to notify any party of the process will not invalidate
the proceedings concerned.
 8.12.
    
    CounterpartsThis Agreement may be executed in any number of counterparts, and by the several parties to
it on separate counterparts, each of which when so executed will constitute an original but
all of which together will evidence the same agreement.8.13.
    
    Governing Law
 32




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This Agreement will in all respects be governed by and construed in accordance with Irish law.8.14.
    
    JurisdictionThe Irish courts will have jurisdiction to settle any dispute which may arise out of or in
connection with this Agreement or its performance and the parties hereto irrevocably submit
to the non-exclusive jurisdiction of the Irish Courts.8.15.
    
    Succession and Assignment:
 8.15.1.
    
    Subject to 8.15.2 and 8.15.3 this Agreement will be binding upon and enure for the
benefit of the permitted assigns and, where applicable, successors in title,
administrators, executors and personal representatives of the parties but except as set
out in clauses 8.15.2 and 8.15.3 shall not be assignable by any party without the prior
written consent of the other.8.15.2.
    
    The Purchaser may assign the benefit (subject to the obligations) of this Agreement
(including, without limitation, the Warranties) to any entity within the Purchasers
Group, provided that if the Assignee ceases to be a member of the Purchasers Group,
the Purchaser shall procure that the benefit (subject to the obligations) of the
Agreement shall be first assigned to the Purchaser or another member of the Purchasers
Group.8.15.3.
    
    Notwithstanding clauses 8.15.1 and 8.15.2 above, it is hereby acknowledged by the
parties that the benefit of the Vendors rights against manufacturers and suppliers as
referred to in clause 2.2 above may be extended from time to time in the manner
contemplated by clause 2.2 by the Purchaser and its successors in title to customers of
the Business without the consent of the Vendor or the Guarantor.
 8.16.
    
    Variations:This Agreement may not be released, varied, discharged, amended or supplemented,
except by an instrument in writing executed by each party or a duly authorised representative
of each party.8.17.
    
    Financial Transfers:The Vendor declares for the purpose of the Financial Transfers Act, 1992 that it is not
resident in any jurisdiction to which financial transfers (within the meaning of that Act)
are restricted by order of the Minister for Finance in accordance with the provisions of
that Act and does not hold any of the Assets, and will not receive any part of the
consideration, as nominee for any persons so resident, and the Purchaser declares for the
purpose of that Act that it is not so resident, is not acquiring the Assets as nominee for
any persons so resident and that the Purchaser is not to its knowledge controlled directly
or indirectly by persons so resident.
 IN WITNESS
 33




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SCHEDULE 1
 Warranties
 1.
    
    COVENANTORS CAPACITY1.1.
    
    Power and Authority of CovenantorsEach Covenantor has full power and authority:
 1.1.1.
    
    to enter into this Agreement and the Property Contract; and1.1.2.
    
    to perform its obligations set out in those documents.
 1.2.
    
    Valid and Binding on CovenantorsThe obligations set out in this Agreement and the Property Contract constitute legal
obligations that are valid and binding on each of the Covenantors in accordance with their
terms.1.3.
    
    No Breach of Covenantors ObligationsNeither entering into this Agreement and the Property Contract nor performing the
obligations referred to in Warranty 1.1 has resulted or will result in the breach of any
obligation of any Covenantor under, where applicable:
 1.3.1.
    
    its memorandum or articles of association, statutes, by-laws or other terms of
charter or corporate regulation;1.3.2.
    
    any law or any order, judgment or decree of any court or governmental agency; or1.3.3.
    
    any contract, undertaking or agreement.
 2.
    
    ACCURACY OF INFORMATION2.1.
    
    Accuracy of Recitals and SchedulesThe contents of recital A and of the Schedules are true and accurate in all respects, no
part of the Business is carried on by any person other than the Vendor and the Vendor is
entitled to sell the Business and all the Assets as provided for in this Agreement without
the consent of any third party.2.2.
    
    Documents FiledAll returns, particulars, resolutions and other documents required to be delivered on behalf
of the Vendor to the Registrar of Companies or other authority in respect of or in any way
affecting or referable to the Business or the Assets have been properly made and delivered
and were when so made and delivered accurate and complete.2.3.
    
    Accounting and Other RecordsIn respect of or in any way affecting the Business or the Assets:
 2.3.1.
    
    the books of account, registers and other records of the Vendor relating to the
Business or the Assets are up-to-date and maintained in accordance with all applicable
legal requirements on a
 34




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proper and consistent basis and contain complete and accurate records of all matters
required to be disclosed or dealt with in them.2.3.2.
    
    no notice or allegation has been received that any of the books of the Vendor
relating to the Business or the Assets is incorrect or should be rectified.2.3.3.
    
    all such books, registers and records and all other documents relating to the
Business or the Assets (including documents of title and copies of all subsisting
agreements to which the Vendor is party) which are the property of the Vendor or ought
to be in its possession or under its control are in its possession or under its
control, and no notice or allegation has been received that any is incorrect or should
be rectified.
 2.4.
    
    Other Information
 2.4.1.
    
    All information contained in the Disclosure Bundle attached to the Disclosure Letter
is true and accurate in all material respects and not misleading in any material
respect.2.4.2.
    
    There is nothing which has not been disclosed in writing to the Purchaser which
renders any such information untrue, inaccurate or misleading in any material respect.
 3.
    
    FINANCIAL INFORMATION3.1.
    
    Pro-Forma P&LsThe unaudited Pro-Forma P&Ls have been prepared with due care and attention and accurately
reflect the revenues relating to the Business, and the Covenantors best estimate of the
costs relating to the Business for the period(s) to which they relate.3.2.
    
    AccountsThe Accounts are attached to the Disclosure Letter, and have been prepared on a basis
consistent with the comparable financial periods and in accordance with Accounting Standards
generally accepted in the relevant jurisdiction, and give a view of the state of affairs of
the Vendor as at the Balance Sheet Date and fairly present the Vendors assets, liabilities
and profits or losses as at that date or for the periods concerned in all material respects.3.3.
    
    Balance Sheets
 3.3.1.
    
    Full provision for all material liabilities (including contingent liabilities) has
been made in the Balance Sheet.3.3.2.
    
    There were no material capital commitments of the Vendor as at the Balance Sheet Date
except as noted in the Accounts.3.3.3.
    
    The Balance Sheet does not overstate current or fixed assets (including slow moving
or obsolete stock), and the valuation and depreciation rates used therein were on the
same basis as in previous years and proper provision was made for bad and doubtful
debts.
 3.4.
    
    Stock and Work in ProgressStock and work in progress have been valued in the Balance Sheet on a basis in all material
respects consistent with that adopted in respect of the beginning and end of the last
preceding accounting period and at figures not exceeding the amounts which could in the
circumstances existing at the Balance Sheet Date reasonably be expected to be realised in
the normal course of carrying on business.3.5.
    
    Depreciation
 35




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Fixed assets have been depreciated in accordance with Accounting Standards in the Accounts
and the Vendors accounts for the two preceding years.3.6.
    
    Since the Balance Sheet DateSince the Balance Sheet Date, in respect of the Vendor:
 3.6.1.
    
    the Business has been carried on in the normal course without any interruption or
alteration in its nature, scope or manner, and so as to maintain the Business as a
going concern;3.6.2.
    
    in respect of the Business and the Assets, it has not entered into any transaction or
assumed or incurred any material liabilities (including contingent liabilities) or made
any payment otherwise than in the ordinary course of carrying on the Business;3.6.3.
    
    in respect of the Business and the Assets, it has not entered into any unusual,
long-term or onerous commitments or contracts;3.6.4.
    
    the Business has not been materially and adversely affected by the loss of any
important customer or source of supply or by any abnormal factor not affecting similar
businesses to a like extent, and to the best of the knowledge and belief of the
Covenantors after making due and careful enquiries there are no known facts which are
likely to give rise to any such effects;3.6.5.
    
    in respect of the Business, there has been no unusual increase or decrease in the
level of its stock-in-trade other than in the ordinary course.
 4.
    
    GENERAL BUSINESS INFORMATION4.1.
    
    ContractsThe Vendor is not party to or subject to any contract, transaction, arrangement,
understanding, obligation or liability in relation to the Business or any of the Assets:
 4.1.1.
    
    of an unusual or abnormal nature or not wholly on an arms length basis in the
ordinary and usual course of the Business;4.1.2.
    
    of a long-term nature (that is, unlikely to have been fully performed more than six
months after the date on which it was entered into or undertaken);4.1.3.
    
    not providing for its termination by the Vendor on sixty days notice or less;4.1.4.
    
    of a loss-making nature (that is to say, known to be likely to result in a loss on
completion of performance);4.1.5.
    
    not capable of being readily fulfilled or performed on time without undue or unusual
expenditure of money or effort;4.1.6.
    
    involving payment by reference to fluctuations in the consumer price index or any
other index, or in the rate of exchange for any currency.
 4.2.
    
    Competing BusinessesNone of the Covenantors has any material right or interest, direct or indirect, in any
business which is or is likely to become competitive with the Business.
 36




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4.3.
    
    OEM Licences/Business ContractsThe Business Contracts are valid, enforceable and unexpired and the Vendor is party to a
valid, enforceable and unexpired original equipment manufacturing licence with each of the
OEMs.5.
    
    EMPLOYMENT5.1.
    
    Particulars of Employees and Services-suppliersThe particulars of Schedule 2are true and accurate in all respects and attached to the
Disclosure Letter are true copies of all contracts of employment which exist with two
standard contracts of employment for the Employees and no notice of termination has been
given to, or by any of the Employees.5.2.
    
    Arrears of RemunerationThere are no amounts owing to any present or former director or employee of, or person
supplying services to, the Vendor, whether for salary, fees or otherwise, other than
remuneration accrued for not more than one month or for reimbursement of business expenses
in relation to the Business.5.3.
    
    Liability for Employees or Services-suppliersThe Vendor is not liable to pay any industrial training levy, and has no outstanding or
undercharged liability to pay any contribution, levy, Tax or other impost arising in
connection with the employment, engagement or remuneration of its employees, directors or
suppliers of services in relation to the Business.5.4.
    
    Liabilities to Employees or Services-suppliersSave for as disclosed in the Disclosure letter:
 5.4.1.
    
    No judgment, recommendation, determination, decision or award has been made by a
third party against the Vendor for breach of any contract of service or for services,
redundancy payments, compensation for wrongful or unfair dismissal, unlawful
discrimination or breach of any employment related statute, or for failure to comply
with any order for the reinstatement or re-engagement of any employee nor is the
Vendor aware that it has incurred any liability in respect thereof; and no gratuitous
payment has been made or promised by the Vendor in connection with the actual or
proposed termination or suspension of employment or variation of any contract of
employment or for the supply of services of any current or former director, employee or
supplier of services.
 5.5.
    
    Claims by Employees or Services-suppliersThe Disclosure Letter specifies all Claims instituted or to the best knowledge and belief of
the Covenantors threatened against the Vendor:
 5.5.1.
    
    by any of its employees or independent contractors in respect of an accident or
injury; or5.5.2.
    
    by an employee of director of, or supplier of services to, the Vendor in relation to
his terms and conditions of employment or appointment, or any termination thereof, or
the terms and conditions on which he supplies services; or5.5.3.
    
    under or by virtue of the terms of:
 (1)
    
    the Redundancy Payments Acts, 1967 to 2003;(2)
    
    the Minimum Notice and Terms of Employment Acts, 1973 to 1991;(3)
    
    the Organisation of Working Time Act, 1997;(4)
    
    the Protection of Employment Act, 1977;
 37




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(5)
    
    the Unfair Dismissals Acts, 1977 -2001;(6)
    
    the Maternity Protection Act, 1994 and 2004;(7)
    
    the Industrial Relations Act, 1990;(8)
    
    the Employment Equality Acts, and 1998 and 2004;(9)
    
    the Protection of Employees (Part-Time Work) Act, 2001;(10)
    
    the Safety, Health and Welfare at Work Act, 2005;(11)
    
    the European Communities (Protection of Workers) Exposure to
Noise Regulations, 1990; and(12)
    
    the Terms of Employment (Information) Act, 1994-2001;
 and any regulations made thereunder relating in any way to the Business.
 5.6.
    
    Compliance with ObligationsThe Vendor has complied in all material respects with all:
 5.6.1.
    
    legal obligations;5.6.2.
    
    codes of practice of the Vendor (within the meaning of the Industrial Relations Act,
1990, Employment Equality Acts, 1998 and 2004 and Safety, Health and Welfare Work
Act,2005);5.6.3.
    
    collective agreements,
 relevant to employees, employees representatives and/or trade unions, and has maintained
such current, adequate and suitable records regarding employees as is required to ensure
compliance with all relevant employment laws.5.7.
    
    RedundanciesWithin a period of one year preceding the date of this Agreement the Vendor has not given or
has been required by law to give notice of any redundancies to the Minister for Enterprise,
Trade and Employment, or started or been required to start consultations with any employees
representatives, under Part 2 of the Protection of Employment Act, 1977 or (save in relation
to this Agreement) of the European Communities (Protection of Employees on the Transfer of
Undertakings) Regulations 2003.5.8.
    
    Industrial Disputes and Negotiations
 5.8.1.
    
    The Vendor has complied with all written recommendations relating in any way its
employees made by the Labour Relations Commission, by Rights Commissioners or by the
Labour Court.5.8.2.
    
    The Vendor is not involved in any material industrial or trade dispute, or
negotiation regarding a Claim relating in any way to the Business and/or the Employees,
with any trade union or other group, organisation or individual representing employees,
and there are no facts known, or which would on reasonable enquiry be known, to the
Covenantors which might indicate that there may be any such dispute.
 5.9.
    
    Industrial AgreementsThe Disclosure Letter specifies all unions with which the Vendor has or has had dealings
within the past five years, and all written security-of-employment, recognition and other
collective agreements (whether legally binding or not), or circumstances which might be
construed to be such and all referrals by trade unions to the Labour Relations Commission
under the Code of Practice on Voluntary Dispute Resolution or to the
 38




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Labour Court under the
Industrial Relations (Amendment) Act, 2001.5.10.
    
    Restrictive CovenantsTo the best of the knowledge and belief of the Covenantors, no employee of the Business
intends to establish himself or herself as an undertaking within the meaning of the
Competition Act, in a manner which would be a breach of the terms included in his or her
contract of employment (regardless of whether such terms are valid and binding or not).6.
    
    PENSIONS AND BENEFIT SCHEMES6.1.
    
    DefinitionsFor the purposes of the Warranties in this clause 6 of this Schedule unless the context
otherwise requires:Approvedmeans exempt approved by the Revenue Commissioners for the purposes of Section 774
of the TCA and reference to Approvalshall be construed accordingly; andPensions Actmeans the Pensions Acts 1990 to 2005 and
all regulations promulgated thereunder.6.2.
    
    DocumentationAttached to the Disclosure Letter are:
 6.2.1.
    
    copies of all the trust deeds, rules, policies, latest annual report and accounts and
other material documents constituting and currently governing the Pension Schemes and
Related Benefit Scheme;6.2.2.
    
    copies of all current explanatory booklets, relating to the Pension Schemes, the PRSA
Arrangement and Related Benefit Scheme;6.2.3.
    
    a list of all Employees who are members of or entitled to benefit under each Pension
Scheme and the Related Benefit Scheme; and6.2.4.
    
    evidence of approval of each Pension Scheme by the Revenue Commissioners.
 6.3.
    
    Except for the Pension Schemes, the Related Benefit Scheme and the PRSA Arrangement:
 6.3.1.
    
    there are not in operation, and no proposal has been announced to enter into or
establish any retirement, death, disability or other benefit schemes for or in respect
of any Employee;6.3.2.
    
    the Vendor does not have any present, future or contingent obligations (including any
obligation established by custom or contained in any contract or agreement (including
any union or collective agreement)) in respect of the retirement, death or disability
of any Employee (including, without limitation, any part-time or fixed-term Employee);
and6.3.3.
    
    the Vendor is not currently paying, or has not promised to pay, any pension, sickness
or disability gratuities.
 6.4.
    
    In relation to each Pension Scheme:
 6.4.1.the Pension Scheme is Approved; and6.4.2.the Pension Scheme is registered with the Pensions Board as required by the Pensions Act.
 39




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##### 



6.5.
    
    ContributionsThe Disclosure Letter contains details of the rate at which both the Vendor and the Employees
contribute to the Pension Schemes and the Related Benefit Scheme and the frequency of such
payment. All contributions due in respect of the period up to Completion have been paid.6.6.
    
    Legal ComplianceThe Pension Schemes and Related Benefit Scheme have at all times been duly administered in
material compliance with all applicable laws, regulations and requirements (including Revenue
and trust requirements and the documentation under which they are governed). The Vendor has
materially complied with all its obligations under the Pension Schemes and the Related
Benefit Scheme and under all applicable legislation, regulations and requirements in relation
to such arrangements and in relation to the provision of retirement, death, disability and
sickness benefits to and in respect of the Employees and officers of the Business.6.7.
    
    No ClaimsThere are no actions, suits or claims (other than routine claims for benefits) (including
without limitation any claims or complaints under any internal dispute resolution procedure,
to the Pensions Ombudsman or otherwise) outstanding, pending or threatened against the Vendor
in respect of any act, event, omission or other matter arising out of or in connection with
the Pension Schemes or the Related Benefit Scheme or the provision of (or failure to provide)
pension, death, sickness, disability or related benefits generally.7.
    
    ENVIRONMENTAL7.1.
    
    DefinitionsIn this clause 7 of this Schedule unless the context otherwise requires:the Environmentmeans the environment generally including all physical, biological and
ecological aspects of the environment including:
 (a)
    
    air, including that within buildings or natural or man-made structures above or
below ground;(b)
    
    water, including the open sea, coastal or inland waters, ground waters
aquifers, drains and sewers;(c)
    
    land, including the seabed or riverbed under any water as described above, and
any surface land and sub-surface land; and(d)
    
    human and animal health, and plant life;
 Environmental Lawmeans any law, or other requirement having the effect of law, in any
jurisdiction relating to the Environment;Environmental Licencemeans any governmental, statutory, local authority or other licence,
approval, consent, permit or authorisation of whatever kind relating to Environmental Law;Substancemeans (without limitation) any waste, pollutant or contaminant, solid, liquid,
gas, noise, vibration, electromagnetic or other radiation (whether alone or in combination
with any other substance) which is capable of causing harm to the Environment.
 40




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7.2.
    
    ComplianceThe Vendor has not, in the carrying on of the Business, caused, permitted or contributed to
material damage to the Environment, nor is it aware of any circumstances related to the
carrying on of the Business which could reasonably be expected to give rise to any breach of
any Environmental Law or give rise to any withdrawal or non-renewal in whole or in part of
any Environmental Licence, or the imposition of any limitation or restriction or more
onerous conditions in any Environmental Licence, nor has it received any notification of any
Claim from any public or private source regarding any material damage to the Environment or
material violation of any Environmental Law, occurring during the carrying of Business.8.
    
    INSURANCE8.1.
    
    Insurance ScheduleThe insurances schedule which is set out in the Disclosure Letter or an attachment thereto
refers to and contains an accurate and adequate summary of all insurances of the Vendor in
relation to the Business and/or the Assets, as at the Completion Date8.2.
    
    No Adverse FactorsIn respect of all insurances held by the Vendor in respect of the Business and/or the Assets:
 8.2.1.
    
    all premiums have been duly paid to date;8.2.2.
    
    no material circumstances have arisen in the past ten years which have given rise to
a specific increase in premium;8.2.3.
    
    there are no special or unusual terms or restrictions, the premiums payable are not
in excess of the normal rates for similar cover in similar businesses for property of a
similar nature and no circumstances exist which are likely to give rise to any increase
in premiums;8.2.4.
    
    no claim is outstanding and no circumstances exist which are likely to give rise to
any claim; and8.2.5.
    
    all current aerospace insurances held by the Vendor in relation to, or otherwise in
respect of, the Assets and/or the Business during the 3 years preceding the date of
this Agreement provide cover on an occurrence basis.
 9.
    
    OTHER CORPORATE INFORMATION9.1.
    
    Defective ProductsIn relation to the Business, the Vendor has not manufactured, imported, sold or supplied
products which are or were, or will become, in any material respect faulty or defective or a
danger to a purchaser, a consumer, the public or any section of the public at large, or
which do not comply in any material respect with any warranties or representations expressly
or impliedly made by the Vendor, or with all applicable laws, regulations, standards and
requirements.9.2.
    
    Service LiabilitiesSave and except for warranty obligations, the Vendor is not obliged to repair, maintain,
take back or otherwise do or not do anything in respect of goods that have been or will be
delivered by it.9.3.
    
    LitigationAttached to the Disclosure Letter are a correct and complete list and an adequate summary of
all legal actions or proceedings (including disciplinary proceedings, investigations,
informal proceedings or references, and proceedings or references by way of arbitration,
conciliation, mediation or for the obtaining
 41




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of an opinion or decision) before, in or from
any court, tribunal or other governmental body or authority whatsoever involving the Vendor
and relating to the Business or the Assets whether as plaintiff or defendant or otherwise
(including any prosecutions or other proceedings for any alleged criminal offence or breach
of any law, code or rules), except as plaintiff in the collection of debts arising in the
ordinary course of the Business none of which exceeds US$1,500, and there are no other
proceedings, investigations or references instituted or, to the best of the knowledge and
belief of the Covenantors, circumstances which are likely to lead to any such proceedings,
investigations or references.9.4.
    
    Rights of Third PartiesIn relation to any property or assets held by the Vendor under hire purchase, conditional
sale, chattel leasing or retention of title agreements or otherwise belonging to third
parties and relating in any way to the Business or the Assets, no event has occurred
(including the entry into this Agreement) which entitles, or which upon intervention or
notice by the third parties may entitle, the third parties to repossess the property or
assets concerned or terminate the agreements or any related licences.9.5.
    
    No OrdersNo distress, distraint, charging order, garnishee order, execution or other process has been
levied or (to the best of the knowledge and belief of the Covenantors) applied for in
respect of the whole or any part of any of the property, assets or undertaking of the
Vendor.9.6.
    
    Crystallisation of ChargesNo event has occurred causing, or which upon intervention or notice by any third party may
cause, any floating charge created by the Vendor to crystallise or any charge created by the
Vendor to become enforceable, nor has any such crystallisation occurred or is such
enforcement in process.9.7.
    
    Insolvency
 9.7.1.
    
    The Vendor is not insolvent or unable to pay its debts within the meaning of section
214(b) and (c) of the 1963 Act, the Guarantor is not insolvent or unable to pay its
debts within the meaning of the reasonably comparable provisions of the United States
Bankruptcy Code and no event analogous to those set out in that section has occurred in
relation to any Covenantor outside Ireland.9.7.2.
    
    No order has been made, petition presented, resolution passed or meeting convened for
the winding up of, or the making of any administration order for the Vendor or of the
Guarantor.9.7.3.
    
    No receiver or examiner has been appointed over the whole or any part of the
property, assets or undertaking of the Vendor or the Guarantor.9.7.4.
    
    No composition in satisfaction of debts, scheme of arrangement, or compromise or
arrangement with creditors or members (or any class of creditors or members) has been
proposed, sanctioned or approved in relation to the Vendor or the Guarantor.9.7.5.
    
    The Vendor has not or has not been related to any other company for the purpose of
section 140 of the 1990 Act, and is not and will not at any time be liable to be
subject to an order made under that section by virtue of any act (whether of commission
or omission) that occurred prior to Completion.
 9.8.
    
    Relationship with Third PartiesTo the best knowledge, information and belief of the Covenantors , neither the entering
into, nor the implementation of this Agreement, nor the prospect thereof, will or is likely
to cause, or has already caused:
 9.8.1.
    
    the Vendor to lose the benefit of any right or privilege which it presently enjoys;9.8.2.
    
    any person who normally does business with, or gives credit to, the Business, not to
continue to do so on the same basis; or
 42




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9.8.3.
    
    any officer or senior employee engaged in the Business to leave employment.
 9.9.
    
    Dependence on Individual Suppliers or CustomersNeither more than 10 per cent. of the aggregate amount of all the purchases, nor more than
10 per cent. of the aggregate amount of all the sales, of the Vendor in relation to the
Business are obtained or made from or to the same supplier or customer (including any
person, firm or company in any way connected with such supplier or customer), nor is any
material source of supply to the Business, or any material outlet for the sales of the
Business, in jeopardy.9.10.
    
    Agency Agreements and Agreements Restricting BusinessThe Vendor is not party to any agency, distributorship, marketing, purchasing, manufacturing
or licensing agreement or arrangement or any other agreement or arrangement which restricts
its freedom to carry on the Business in any part of the world in such manner as it thinks
fit.9.11.
    
    Stock and Work in Progress
 9.11.1.
    
    The stock-in-trade (to include Finished Products and Partly Finished Products)
currently held by the Vendor is not excessive but is adequate in relation to the
current trading requirements of the Business, has not been advanced invoiced, is in
good, undamaged and merchantable condition, is not obsolete, slow-moving or
inappropriate and is capable of being sold in the ordinary course of the Business in
accordance with current price lists, without rebate or allowance to a purchaser.9.11.2.
    
    The Vendor issues invoices only in respect of Finished Products.
 9.12.
    
    Sufficiency of AssetsSubject to any requirement to put in place the TSA as provided for in this Agreement, the
Assets and the Property comprise all the assets, facilities and services necessary or
convenient for the carrying on of the Business in the manner in which it is conducted at the
date of this Agreement and has been conducted in the previous 12 months.10.
    
    ASSETS INCLUDING INTELLECTUAL PROPERTY10.1.
    
    Factoring, Hire Purchase etc.The Disclosure Letter lists full particulars of all factoring arrangements and all
hire-purchase, conditional sale or credit sale agreements affecting the Assets.10.2.
    
    Title to AssetsAll of the Assets, including the Property, are and shall at Completion be the absolute
property of the Vendor and none is or shall then be the subject of any Encumbrance
(excepting only liens arising by operation of law in the normal course of trading) or the
subject of any factoring, hire-purchase, conditional sale, debt purchase or credit sale
agreement.10.3.
    
    Plant and MachineryThe plant, machinery, vehicles and all other equipment used in connection with the Business:
 10.3.1.
    
    is in good repair and condition and in satisfactory working order, and has been
regularly and properly maintained;10.3.2.
    
    is operating (or is capable of operating) safely and without danger to any person or
property or to the environment, and in accordance with all relevant licences,
regulations and permits governing its use;
 43




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10.3.3.
    
    is not surplus to requirements and is in the possession and control of the Vendor;
and10.3.4.
    
    is capable and will (subject to normal wear and tear) remain capable, of doing the
work for which it was designed and purchased.
 10.4.
    
    Maintenance of AssetsMaintenance contracts are in full force and effect in respect of all Assets which it is
normal or prudent to have maintained by independent or specialist contractors and in respect
of all Assets which the Vendor is obliged to maintain or repair under any agreement. All
such Assets have been maintained regularly to a good technical standard, in accordance with
safety regulations usually observed in relation thereto and in accordance with the terms of
any leasing or other agreement relating to them.10.5.
    
    Intellectual Property and Information Technology
 10.5.1.
    
    Intellectual Property Necessary to Carry on Business:The Vendor owns or has an enforceable right to use all Intellectual Property
necessary to enable it to carry on the Business (as such has been carried on in the
last 12 months) and the Covenantors after making due and careful enquiries warrant
that the Vendors right to use such Intellectual Property is valid, enforceable and
not subject to attack or opposition. Such Intellectual Property, or the Vendors
right to use it, are included the Intellectual Property Rights.10.5.2.
    
    Details of Intellectual Property:The Disclosure Letter contains details of all Intellectual Property relating to the
Business owned by the Vendor and details of any circumstances which may give rise to
a challenge to the validity or enforceability of such rights. All such rights are
valid, enforceable and not subject to attack. To the best of the Vendors knowledge,
information and belief the Disclosure Letter sets out details of any infringement by
any third party of the Intellectual Property relating to the Business owned by the
Vendor. No third party has access to the source code to any software relating to the
Business owned by the Vendor and such source code is kept in a secure environment
under the direct control of the Vendor.10.5.3.
    
    Third Party Intellectual Property:Attached to the Disclosure Letter is a list of all licences of third parties
Intellectual Property that have been granted to the Vendor which are still in force
(together with copies of all such agreements) and which relate to the Business. To
the best of the Vendors knowledge, information and belief the Disclosure Letter sets
out details of all infringements by the Vendor of any Intellectual Property of any
third party and of any claim or allegation by any third party of any such
infringement. The Vendor has reasonable arrangements in place for access to all
source codes of all software licensed to it, full details of which are set out in the
Disclosure Letter, and is in full compliance with the terms of all such source code
escrow agreements. All such source code arrangements will be transferred to the
Purchaser under the terms of this Agreement.
 11.
    
    GENERAL LEGAL COMPLIANCE11.1.
    
    Compliance with the LawThe Vendor has carried on the Business in all material respects in accordance with
applicable laws, regulations and bye-laws in Ireland and all relevant foreign countries, and
there is no investigation instituted or enquiry by, or order, decree or judgment of, any
court, governmental agency or regulatory body outstanding against the Vendor which may have
a material adverse effect upon any of the Assets or the Business.11.2.
    
    Licences and Consents
 44




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##### 



11.3.
    
    Invalid TransactionsIn respect of the Business and/or the Assets, the Vendor has not been party to any
transaction with any third party which, in the event of the third party going into
liquidation or an administration order or a bankruptcy order being made, would constitute
(in whole or in part) a transaction at an undervalue, a fraudulent preference, an invalid
floating charge or part of a general assignment of debts, which could be set aside against
the Vendor.11.4.
    
    ChargesAll charges in favour of the Vendor relating to the Business have (if appropriate) been
registered in accordance with the provisions of section 99 of the 1963 Act.11.5.
    
    No Questionable PaymentsIn respect of the Business or any of the Assets, no current or former director, officer,
agent, employee or other person acting on behalf of the Covenantor has been party to:
 11.5.1.
    
    the making of any false or fictitious entries in the books or records of any
Covenantor; or11.5.2.
    
    the making of any unlawful payment.
 12.
    
    PROPERTY12.1.
    
    Requisitions on TitleThe replies given to the requisitions and rejoinders thereto and all enquiries relating to
the Property raised by the Purchaser and its advisers are true and accurate in all material
respects.13.
    
    TAX13.1.
    
    Stamp DutyAll documents of title in respect of the Assets or which otherwise relate to the Business have been duly
stamped and all stamp duty, interest and penalties in respect thereto have been paid in full.13.2.
    
    Charge over AssetsNeither the Revenue Commissioners nor any other Tax authority have any right to any claim,
charge or other Encumbrance over any Asset in respect of any unpaid Tax.
 45




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For and on behalf  SIFCO TURBINE COMPONENTS LIMITED
 /s/ Timothy V. Crean
 Director
 For and on behalf  [BOOOMIX LIMITED (  SR TECHNICS AIRFOIL SERVICES LIMITED)]
 /s/ Stephanie Kennett
 Authorized Signatory
 For and on behalf  SIFCO INDUSTRIES, INC.
 /s/ Frank Cappello
 V.P. Finance & CFO
 46




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##### 



Dated 19 th April 2006
 SIFCO TURBINE COMPONENTS LIMITED
 SIFCO INDUSTRIES, INC
 and
 SR TECHNICS AIRFOIL SERVICES LIMITED
 AMENDMENT AGREEMENT
 to the Asset Purchase Agreement for the purchase of the assets of the large aerospace business of
 SIFCO TURBINE COMPONENTS LIMITED
 
 A & L GOODBODY
 47




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##### 



THIS AGREEMENT th
 (4)
    
    SIFCO TURBINE COMPONENTS LIMITED(registered no. 83443) having its registered
office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (Vendor);(5)
    
    SIFCO INDUSTRIES, INC.of 970 East 64th Street, Cleveland, Ohio
44103, USA (the Guarantor), for and on its own behalf and for and on behalf of the
Vendors Group, together with the Vendor called the Covenantors; and(6)
    
    SR TECHNICS AIRFOIL SERVICES LIMITED(registered no. 412937) having its
registered office at c/o SR Technics Ireland Limited, Hangar 6, MD106, Dublin Airport,
Ireland (Purchaser).
 RECITALS:
 C.
    
    Pursuant to an Agreement dated 16 March 2006 between the Vendor, the Guarantor and the
Purchaser (the Agreement) the Vendor agreed to sell and the Purchaser agreed to purchase the
Business and Assets (as defined therein).D.
    
    The Vendor, the Guarantor and the Purchaser wish to defer the completion of the Agreement and
pursuant to clause 8.16 of the Agreement the parties hereby agree to make certain amendments
to the Agreement (as more particularly set out in this Amendment Agreement) in order to affect
such deferral.
 IT IS HEREBY AGREED
 14.
 14.1.
    
    It is hereby agreed by the parties to the Agreement that the following amendment be and is
hereby made to the Agreement with effect from the date hereof:
 14.1.1.
    
    the definition of the Target Date in clause 1.1 of the Agreement shall be deleted
and replaced with the following wording Target Datemeans the earlier of (i) 2 May
2006 and (ii) the Business Day immediately following the fulfilment or written waiver
of the Completion Conditions;14.1.2.
    
    the definition of Long Stop Date in clause 1.1 of the Agreement shall be deleted
and replaced with the following wording: Long Stop Datemeans 3 May 2006;1.1.3
    
    Clause 3.1 of the Agreement shall be deleted and replaced with the following
wording: Completion:Subject to clause 2.6 and 3.2, Completion shall take place on the
Target Date at the offices of the Purchasers Solicitors.
 15.
  16.
 Announcements
 16.1.1.
    
    Subject to clause 3.1.2, no party shall make any announcement to shareholders,
employees, customers or suppliers, or to securities markets or other authorities or to
the media or otherwise,
 48




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regarding the subject-matter of this Amendment Agreement or any term or provision of
it without the prior written approval of the other parties to this Amendment
Agreement.16.1.2.
    
    Clause 3.1.1 will not apply if and to the extent that such announcement is required
by any law applicable to the party making the announcement or by:
 (1)
    
    bona fide contractual arrangements with unrelated third parties
in existence at the date of this Amendment Agreement; or(2)
    
    any securities exchange, regulatory or governmental authority or
Court having jurisdiction over the party making the announcement whether or not
the requirement has the force of law,
 provided that any such announcement may only be made after consultation with the
other parties to this Amendment Agreement in each case, to the extent permitted by
law.16.1.3.
    
    If any party proposes to make an announcement pursuant to this clause 3.1, it shall
provide copies of that proposed announcement to each of the other parties to this
Amendment Agreement before the announcement is made unless this is contrary to law or
not reasonably practicable, in which case, a copy of the announcement shall be so
provided to each party as soon as reasonably practicable.
 Confidentiality
 16.2.1.
    
    Confidential Information:The parties to this Amendment Agreement undertake with
each other that they shall preserve the confidentiality of, and not directly or
indirectly reveal, report, publish, disclose, transfer or use for their own or any
other purposes the existence this Amendment Agreement, its terms or any matter
connected with or related to any of the foregoing (the Confidential Information)
except:
 (1)
    
    in the circumstances set out in clause 3.1;(2)
    
    to the extent otherwise expressly permitted by this Amendment
Agreement;(3)
    
    with the prior written consent of the other parties to this
Confidential Information;(4)
    
    where the Confidential Information, before it is furnished to the
other party, is in the public domain; or(5)
    
    where the disclosure of the Confidential Information is required
by any securities exchange, regulatory or governmental authority or court having
jurisdiction over the disclosing party
 16.2.2.
    
    The restrictions contained in this clause 3.2 will continue to apply after
Completion and will apply in relation to the existence and provisions of this Amendment
Agreement regardless of whether or not Completion occurs.
 16.3.
    
    InterpretationUnless expressly stated or otherwise defined herein, the capitalised terms contained in this
Amendment Agreement shall have the same meaning as the capitalised terms contained in the
Agreement.16.4.
    
    CounterpartsThis Amendment Agreement may be executed in any number of counterparts, and by the several
parties to it on separate counterparts, each of which when so executed will constitute an
original but all of which together will evidence the same agreement.
 49




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16.5.
    
    Governing LawThis Amendment Agreement will in all respects be governed by and construed in accordance with Irish law.16.6.
    
    JurisdictionThe Irish courts will have jurisdiction to settle any dispute which may arise out of or in
connection with this Amendment Agreement or its performance and the parties hereto
irrevocably submit to the non-exclusive jurisdiction of the Irish Courts.
 IN WITNESS
 For and on behalf  SIFCO TURBINE COMPONENTS LIMITED
 /s/ Timothy V. Crean
 President & COO
 For and on behalf  SR TECHNICS AIRFOIL SERVICES LIMITED
 /s/ Stephanie Kennett
 Attorney-in-Fact
 For and on behalf  SIFCO INDUSTRIES, INC.
 /s/ Frank Cappello
 V. P. Finance & CFO
 50




---



##### 



Dated 2 nd May 2006
 SIFCO TURBINE COMPONENTS LIMITED
 SIFCO INDUSTRIES, INC
 and
 SR TECHNICS AIRFOIL SERVICES LIMITED
 AMENDMENT AGREEMENT
 to the Asset Purchase Agreement for the purchase of the assets of the large aerospace business of
 SIFCO TURBINE COMPONENTS LIMITED
 
 A & L GOODBODY
 51




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##### 



THIS AGREEMENT nd
 (7)
    
    SIFCO TURBINE COMPONENTS LIMITED(registered no. 83443) having its registered
office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (Vendor);(8)
    
    SIFCO INDUSTRIES, INC.of 970 East 64th Street, Cleveland, Ohio
44103, USA (the Guarantor), for and on its own behalf and for and on behalf of the
Vendors Group, together with the Vendor called the Covenantors; and(9)
    
    SR TECHNICS AIRFOIL SERVICES LIMITED(registered no. 412937) having its
registered office at c/o SR Technics Ireland Limited, Hangar 6, MD106, Dublin Airport,
Ireland (Purchaser).
 RECITALS:
 E.
    
    Pursuant to an Agreement dated 16 March 2006 between the Vendor, the Guarantor and the
Purchaser (as amended by an Amendment Agreement dated 19 April 2006 between the Vendor, the
Guarantor and the Purchaser) (the Agreement) the Vendor agreed to sell and the Purchaser
agreed to purchase the Business and Assets (as defined therein).F.
    
    The Vendor, the Guarantor and the Purchaser wish to defer the completion of the Agreement and
pursuant to clause 8.16 of the Agreement the parties hereby agree to make certain amendments
to the Agreement (as more particularly set out in this Amendment Agreement) in order to affect
such deferral.
 IT IS HEREBY AGREED
 17.
 17.1.
    
    It is hereby agreed by the parties to the Agreement that the following amendment be and is
hereby made to the Agreement with effect from the date hereof:
 17.1.1.
    
    the definition of the Target Date in clause 1.1 of the Agreement shall be deleted
and replaced with the following wording Target Date means the earlier of (i) 4 May
2006 and (ii) the Business Day immediately following the fulfilment or written waiver
of the Completion Conditions;17.1.2.
    
    the definition of Long Stop Date in clause 1.1 of the Agreement shall be deleted
and replaced with the following wording: Long Stop Datemeans 5 May 2006.
 18.
  19.
 Announcements
 19.1.1.
    
    Subject to clause 3.1.2, no party shall make any announcement to shareholders,
employees, customers or suppliers, or to securities markets or other authorities or to
the media or otherwise, regarding the subject-matter of this Amendment Agreement or any
term or provision of it without the prior written approval of the other parties to this
Amendment Agreement.
 52




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##### 



19.1.2.
    
    Clause 3.1.1 will not apply if and to the extent that such announcement is required
by any law applicable to the party making the announcement or by:
 (1)
    
    bona fide contractual arrangements with unrelated third parties
in existence at the date of this Amendment Agreement; or(2)
    
    any securities exchange, regulatory or governmental authority or
Court having jurisdiction over the party making the announcement whether or not
the requirement has the force of law,
 provided that any such announcement may only be made after consultation with the
other parties to this Amendment Agreement in each case, to the extent permitted by
law.19.1.3.
    
    If any party proposes to make an announcement pursuant to this clause 3.1, it shall
provide copies of that proposed announcement to each of the other parties to this
Amendment Agreement before the announcement is made unless this is contrary to law or
not reasonably practicable, in which case, a copy of the announcement shall be so
provided to each party as soon as reasonably practicable.
 Confidentiality
 19.2.1.
    
    Confidential Information:The parties to this Amendment Agreement undertake with
each other that they shall preserve the confidentiality of, and not directly or
indirectly reveal, report, publish, disclose, transfer or use for their own or any
other purposes the existence this Amendment Agreement, its terms or any matter
connected with or related to any of the foregoing (the Confidential Information)
except:
 (1)
    
    in the circumstances set out in clause 3.1;(2)
    
    to the extent otherwise expressly permitted by this Amendment
Agreement;(3)
    
    with the prior written consent of the other parties to this
Confidential Information;(4)
    
    where the Confidential Information, before it is furnished to the
other party, is in the public domain; or(5)
    
    where the disclosure of the Confidential Information is required
by any securities exchange, regulatory or governmental authority or court having
jurisdiction over the disclosing party
 19.2.2.
    
    The restrictions contained in this clause 3.2 will continue to apply after
Completion and will apply in relation to the existence and provisions of this Amendment
Agreement regardless of whether or not Completion occurs.
 19.3.
    
    InterpretationUnless expressly stated or otherwise defined herein, the capitalised terms contained in this
Amendment Agreement shall have the same meaning as the capitalised terms contained in the
Agreement.19.4.
    
    CounterpartsThis Amendment Agreement may be executed in any number of counterparts, and by the several
parties to it on separate counterparts, each of which when so executed will constitute an
original but all of which together will evidence the same agreement.19.5.
    
    Governing LawThis Amendment Agreement will in all respects be governed by and construed in accordance with Irish law.
 53




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##### 



19.6.
    
    JurisdictionThe Irish courts will have jurisdiction to settle any dispute which may arise out of or in
connection with this Amendment Agreement or its performance and the parties hereto
irrevocably submit to the non-exclusive jurisdiction of the Irish Courts.
 IN WITNESS
 For and on behalf  SIFCO TURBINE COMPONENTS LIMITED
 /s/ Jeffrey P. Gotschall
 Treasurer & Secretary
 For and on behalf  SR TECHNICS AIRFOIL SERVICES LIMITED
 /s/ Stephanie Kennett
 Attorney-in-Fact
 For and on behalf  SIFCO INDUSTRIES, INC.
 /s/ Frank Cappello
 V. P. Finance & CFO
 54




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##### 



Dated 5 th May 2006
 SIFCO TURBINE COMPONENTS LIMITED
 SIFCO INDUSTRIES, INC
 and
 SR TECHNICS AIRFOIL SERVICES LIMITED
 AMENDMENT AGREEMENT
 to the Asset Purchase Agreement for the purchase of the assets of the large aerospace business of
 SIFCO TURBINE COMPONENTS LIMITED
 
 A & L GOODBODY
 55




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##### 



THIS AGREEMENT th
 (10)
    
    SIFCO TURBINE COMPONENTS LIMITED(registered no. 83443) having its registered
office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (Vendor);(11)
    
    SIFCO INDUSTRIES, INC.of 970 East 64th Street, Cleveland, Ohio
44103, USA (the Guarantor), for and on its own behalf and for and on behalf of the
Vendors Group, together with the Vendor called the Covenantors; and(12)
    
    SR TECHNICS AIRFOIL SERVICES LIMITED(registered no. 412937) having its
registered office at c/o SR Technics Ireland Limited, Hangar 6, MD106, Dublin Airport,
Ireland (Purchaser).
 RECITALS:
 G.
    
    Pursuant to an Agreement dated 16 March 2006 between the Vendor, the Guarantor and the
Purchaser (as amended by Amendment Agreements dated 19 April 2006 and 2 May 2006 between the
Vendor, Guarantor and the Purchaser) (the Agreement) the Vendor agreed to sell and the
Purchaser agreed to purchase the Business and Assets (as defined therein).H.
    
    The Vendor, the Guarantor and the Purchaser wish to defer the completion of the Agreement and
pursuant to clause 8.16 of the Agreement the parties hereby agree to make certain amendments
to the Agreement (as more particularly set out in this Amendment Agreement) in order to affect
such deferral.
 IT IS HEREBY AGREED
 20.
 20.1.
    
    It is hereby agreed by the parties to the Agreement that the following amendment be and is
hereby made to the Agreement with effect from the date hereof:
 20.1.1.
    
    the definition of the Target Date in clause 1.1 of the Agreement shall be deleted
and replaced with the following wording Target Datemeans the earlier of (i) 8 May
2006 and (ii) the Business Day immediately following the fulfilment or written waiver
of the Completion Conditions;20.1.2.
    
    the definition of Long Stop Date in clause 1.1 of the Agreement shall be deleted
and replaced with the following wording: Long Stop Datemeans 9 May 2006.
 21.
  22.
 Announcements
 22.1.1.
    
    Subject to clause 3.1.2, no party shall make any announcement to shareholders,
employees, customers or suppliers, or to securities markets or other authorities or to
the media or otherwise, regarding the subject-matter of this Amendment Agreement or any
term or provision of it without the prior written approval of the other parties to this
Amendment Agreement.
 56




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22.1.2.
    
    Clause 3.1.1 will not apply if and to the extent that such announcement is required
by any law applicable to the party making the announcement or by:
 (1)
    
    bona fide contractual arrangements with unrelated third parties
in existence at the date of this Amendment Agreement; or(2)
    
    any securities exchange, regulatory or governmental authority or
Court having jurisdiction over the party making the announcement whether or not
the requirement has the force of law,
 provided that any such announcement may only be made after consultation with the
other parties to this Amendment Agreement in each case, to the extent permitted by
law.22.1.3.
    
    If any party proposes to make an announcement pursuant to this clause 3.1, it shall
provide copies of that proposed announcement to each of the other parties to this
Amendment Agreement before the announcement is made unless this is contrary to law or
not reasonably practicable, in which case, a copy of the announcement shall be so
provided to each party as soon as reasonably practicable.
 Confidentiality
 22.2.1.
    
    Confidential Information:The parties to this Amendment Agreement undertake with
each other that they shall preserve the confidentiality of, and not directly or
indirectly reveal, report, publish, disclose, transfer or use for their own or any
other purposes the existence this Amendment Agreement, its terms or any matter
connected with or related to any of the foregoing (the Confidential Information)
except:
 (1)
    
    in the circumstances set out in clause 3.1;(2)
    
    to the extent otherwise expressly permitted by this Amendment
Agreement;(3)
    
    with the prior written consent of the other parties to this
Confidential Information;(4)
    
    where the Confidential Information, before it is furnished to the
other party, is in the public domain; or(5)
    
    where the disclosure of the Confidential Information is required
by any securities exchange, regulatory or governmental authority or court having
jurisdiction over the disclosing party
 22.2.2.
    
    The restrictions contained in this clause 3.2 will continue to apply after
Completion and will apply in relation to the existence and provisions of this Amendment
Agreement regardless of whether or not Completion occurs.
 22.3.
    
    InterpretationUnless expressly stated or otherwise defined herein, the capitalised terms contained in this
Amendment Agreement shall have the same meaning as the capitalised terms contained in the
Agreement.22.4.
    
    CounterpartsThis Amendment Agreement may be executed in any number of counterparts, and by the several
parties to it on separate counterparts, each of which when so executed will constitute an
original but all of which together will evidence the same agreement.22.5.
    
    Governing LawThis Amendment Agreement will in all respects be governed by and construed in accordance with Irish law.
 57




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22.6.
    
    JurisdictionThe Irish courts will have jurisdiction to settle any dispute which may arise out of or in
connection with this Amendment Agreement or its performance and the parties hereto
irrevocably submit to the non-exclusive jurisdiction of the Irish Courts.
 IN WITNESS
 For and on behalf  SIFCO TURBINE COMPONENTS LIMITED
 /s/ Jeffrey P. Gotschall
 Treasurer & Secretary
 For and on behalf  SR TECHNICS AIRFOIL SERVICES LIMITED
 /s/ Stephanie Kennett
 Attorney-in-Fact
 For and on behalf  SIFCO INDUSTRIES, INC.
 /s/ Frank Cappello
 V.P. Finance & CFO
 58




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##### 



Dated 9 th May 2006
 SIFCO TURBINE COMPONENTS LIMITED
 SIFCO INDUSTRIES, INC
 and
 SR TECHNICS AIRFOIL SERVICES LIMITED
 AMENDMENT AGREEMENT
 to the Asset Purchase Agreement for the purchase of the assets of the large aerospace business of
 SIFCO TURBINE COMPONENTS LIMITED
 
 A & L GOODBODY
 59




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THIS AGREEMENT th
 (13)
    
    SIFCO TURBINE COMPONENTS LIMITED(registered no. 83443) having its registered
office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (Vendor);(14)
    
    SIFCO INDUSTRIES, INC.of 970 East 64th Street, Cleveland, Ohio
44103, USA (the Guarantor), for and on its own behalf and for and on behalf of the
Vendors Group, together with the Vendor called the Covenantors; and(15)
    
    SR TECHNICS AIRFOIL SERVICES LIMITED(registered no. 412937) having its
registered office at c/o SR Technics Ireland Limited, Hangar 6, MD106, Dublin Airport,
Ireland (Purchaser).
 RECITALS:
 I.
    
    Pursuant to an Agreement dated 16 March 2006 between the Vendor, the Guarantor and the
Purchaser (as amended by Amendment Agreements dated 19 April 2006, 2 May 2006 and 5 May 2006
between the Vendor, Guarantor and the Purchaser) (the Agreement) the Vendor agreed to sell and
the Purchaser agreed to purchase the Business and Assets (as defined therein).J.
    
    The Vendor, the Guarantor and the Purchaser wish to defer the completion of the Agreement and
pursuant to clause 8.16 of the Agreement the parties hereby agree to make certain amendments
to the Agreement (as more particularly set out in this Amendment Agreement) in order to affect
such deferral.
 IT IS HEREBY AGREED
 23.
 23.1.
    
    It is hereby agreed by the parties to the Agreement that the following amendment be and is
hereby made to the Agreement with effect from the date hereof:
 23.1.1.
    
    the definition of Long Stop Date in clause 1.1 of the Agreement shall be deleted
and replaced with the following wording: Long Stop Datemeans 12 May 2006.
 24.
  25.
 Announcements
 25.1.1.
    
    Subject to clause 3.1.2, no party shall make any announcement to shareholders,
employees, customers or suppliers, or to securities markets or other authorities or to
the media or otherwise, regarding the subject-matter of this Amendment Agreement or any
term or provision of it without the prior written approval of the other parties to this
Amendment Agreement.25.1.2.
    
    Clause 3.1.1 will not apply if and to the extent that such announcement is required
by any law applicable to the party making the announcement or by:
 (1)
    
    bona fide contractual arrangements with unrelated third parties
in existence at the date of
 60




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this Amendment Agreement; or(2)
    
    any securities exchange, regulatory or governmental authority or
Court having jurisdiction over the party making the announcement whether or not
the requirement has the force of law,
 provided that any such announcement may only be made after consultation with the
other parties to this Amendment Agreement in each case, to the extent permitted by
law.25.1.3.
    
    If any party proposes to make an announcement pursuant to this clause 3.1, it shall
provide copies of that proposed announcement to each of the other parties to this
Amendment Agreement before the announcement is made unless this is contrary to law or
not reasonably practicable, in which case, a copy of the announcement shall be so
provided to each party as soon as reasonably practicable.
 Confidentiality
 25.2.1.
    
    Confidential Information:The parties to this Amendment Agreement undertake with
each other that they shall preserve the confidentiality of, and not directly or
indirectly reveal, report, publish, disclose, transfer or use for their own or any
other purposes the existence this Amendment Agreement, its terms or any matter
connected with or related to any of the foregoing (the Confidential Information)
except:
 (1)
    
    in the circumstances set out in clause 3.1;(2)
    
    to the extent otherwise expressly permitted by this Amendment
Agreement;(3)
    
    with the prior written consent of the other parties to this
Confidential Information;(4)
    
    where the Confidential Information, before it is furnished to the
other party, is in the public domain; or(5)
    
    where the disclosure of the Confidential Information is required
by any securities exchange, regulatory or governmental authority or court having
jurisdiction over the disclosing party
 25.2.2.
    
    The restrictions contained in this clause 3.2 will continue to apply after
Completion and will apply in relation to the existence and provisions of this Amendment
Agreement regardless of whether or not Completion occurs.
 25.3.
    
    InterpretationUnless expressly stated or otherwise defined herein, the capitalised terms contained in this
Amendment Agreement shall have the same meaning as the capitalised terms contained in the
Agreement.25.4.
    
    CounterpartsThis Amendment Agreement may be executed in any number of counterparts, and by the several
parties to it on separate counterparts, each of which when so executed will constitute an
original but all of which together will evidence the same agreement.25.5.
    
    Governing LawThis Amendment Agreement will in all respects be governed by and construed in accordance with Irish law.25.6.
    
    Jurisdiction
 61




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##### 



The Irish courts will have jurisdiction to settle any dispute which may arise out of or in
connection with this Amendment Agreement or its performance and the parties hereto
irrevocably submit to the non-exclusive jurisdiction of the Irish Courts.
 IN WITNESS
 For and on behalf  SIFCO TURBINE COMPONENTS LIMITED
 /s/ Timothy V. Crean
 President & COO
 For and on behalf  SR TECHNICS AIRFOIL SERVICES LIMITED
 /s/ Juerg Bartlome
 CEO
 For and on behalf  SIFCO INDUSTRIES, INC.
 /s/ Timothy V. Crean
 President & COO
 62




---



##### 



Dated 10 th May 2006
 SIFCO TURBINE COMPONENTS LIMITED
 SIFCO INDUSTRIES, INC
 and
 SR TECHNICS AIRFOIL SERVICES LIMITED
 5 TH AMENDMENT AGREEMENT
 to the Asset Purchase Agreement for the purchase of the assets of the large aerospace business of
 SIFCO TURBINE COMPONENTS LIMITED
 
 A & L GOODBODY
 63




---



##### 



THIS 5 TH AMENDMENT AGREEMENT th
 (16)
    
    SIFCO TURBINE COMPONENTS LIMITED(registered no. 83443) having its registered
office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (Vendor);(17)
    
    SIFCO INDUSTRIES, INC.of 970 East 64th Street, Cleveland, Ohio
44103, USA (the Guarantor), for and on its own behalf and for and on behalf of the
Vendors Group, together with the Vendor called the Covenantors; and(18)
    
    SR TECHNICS AIRFOIL SERVICES LIMITED(registered no. 412937) having its
registered office at c/o SR Technics Ireland Limited, Hangar 6, MD106, Dublin Airport,
Ireland (Purchaser).
 RECITALS:
 K.
    
    Pursuant to an Agreement dated 16 March 2006 between the Vendor, the Guarantor and the
Purchaser (as amended by Amendment Agreements dated 19 April 2006, 2 May 2006, 5 May 2006 and
9 May 2006 between the Vendor, Guarantor and the Purchaser) (the Agreement) the Vendor agreed
to sell and the Purchaser agreed to purchase the Business and Assets (as defined therein).L.
    
    The Vendor, the Guarantor and the Purchaser wish to defer the completion of the Agreement and
pursuant to clause 8.16 of the Agreement the parties hereby agree to make certain amendments
to the Agreement (as more particularly set out in this Amendment Agreement) in order to affect
such deferral.
 IT IS HEREBY AGREED
 26.
 26.1.
    
    It is hereby agreed by the parties to the Agreement that the following amendment be and is
hereby made to the Agreement with effect from the date hereof:
 26.1.1.
    
    The figure of $360,000 in the second column of Schedule 19 of the Agreement shall
be deleted and replaced with the following figure: $900,000.26.1.2.
    
    Schedule 2 of the Agreement shall be deleted and replaced with Schedule 1 of this
Amendment Agreement.26.1.3.
    
    Schedule 2 of this Amendment Agreement shall be added as Schedule 24 of the
Agreement.26.1.4.
    
    The following definition shall be added to clause 1.1 of the Agreement: Union
Agreementmeans the agreement reached between the Vendor and SIPTU on or about 24 April
2006 to include the terms of agreement set out in the Labour Relations Commission
letter dated 24 April 2006 (a copy of which is attached at Schedule 24 of the
Agreement) and all aspects of the offer of 20 April 2006 referred to in such letter.26.1.5.
    
    Notwithstanding that the Union Agreement makes reference to certain obligations of
both the Vendor and the Purchaser, the Covenantors hereby acknowledge and agree that
(i) the Purchaser will not be responsible in any way whatsoever to honour any
obligations provided for in the Union Agreement, and (ii) the Covenantors further
acknowledge and agree that they are fully and exclusively liable and responsible for
all obligations and liabilities provided for in the Union Agreement, and hereby
covenant to perform all obligations provided for in the Union Agreement and hereby
fully and effectually indemnify and agree to keep the Purchaser fully and effectually
indemnified against all costs and expenses, loss and damages suffered or incurred
(whether directly or indirectly) in connection with the Union Agreement or as a result
of any breach of the covenant contained in this clause 1.1.5.
 64




---



##### 



26.1.6.
    
    To the extent that on or before the Escrow Date an OEM licence from Rolls Royce is
delivered by the Covenantors to the Purchaser, or otherwise granted to the Purchaser on
terms acceptable to the Purchaser in its reasonable discretion (the Rolls Royce OEM
Licence), a sum equal to $288,000 or a sum equal to that required to honour the
proposals of the Vendor pursuant to the terms of the Union Agreement in respect of the
Employees (whichever is higher) (Union Agreement Escrow Amount) shall be retained
within the OEM Escrow Account and a sum equal to US$900,000 less the Union Agreement
Escrow Amount (the Rolls Royce Escrow Balance) will be released from the OEM Escrow
Account to the Vendor, and clause 2.6.3 of the Agreement is hereby amended accordingly.
To the extent that on or before the Escrow Date the Rolls Royce OEM Licence is not
granted to the Purchaser US$900,000 remaining in the OEM Escrow Account will be
released to the Purchaser in accordance with clause 2.6.3(4) of the Agreement and the
Covenantors will remain responsible and liable to perform all obligations provided for
in the Union Agreement in accordance with clause 1.1.5 of this Amendment Agreement.26.1.7.
    
    The Covenantors hereby fully and effectually indemnify and agree to keep the
Purchaser fully and effectually indemnified against all loss and damages suffered or
incurred (whether directly or indirectly) by the Purchaser as a result of any loss of,
or reduction in, business from Ameco Beijing which is a consequence of the Purchaser
not being approved as an authorised maintenance organisation by the Civil Aviation
Administration of China. The indemnity provided for in this clause 1.1.7 shall be
limited to claims made by the Purchaser within 12 months after Completion and the
aggregate liability of the Covenantors in respect of all such claims made pursuant to
this clause 1.1.7 shall be subject to a financial cap of $100,000.26.1.8.
    
    The Inventory Excess Amount/Inventory Shortfall Amount shall be paid by the Vendor
to the Purchaser or by the Purchaser to the Vendor (as the case maybe) by way of bank
draft within 7 days of publication of the results of the physical inventory inspection
provided for in clause 3.5.2(5) of the Agreement having taken place and clause 2.6.1 of
the Agreement shall be amended accordingly.26.1.9.
    
    The Purchaser hereby confirms that it will honour its obligations in accordance with
the terms of the TSA and, in particular, will make any payments which it is obliged to
make pursuant to clause 7.2 of the TSA.
 26.2.
    
    Where the terms of the Agreement conflict with the terms of this 5th Amendment
Agreement, the latter shall prevail.
 27.
  28.
 Announcements
 28.1.1.
    
    Subject to clause 3.1.2, no party shall make any announcement to shareholders,
employees, customers or suppliers, or to securities markets or other authorities or to
the media or otherwise, regarding the subject-matter of this Amendment Agreement or any
term or provision of it without the prior written approval of the other parties to this
Amendment Agreement.28.1.2.
    
    Clause 3.1.1 will not apply if and to the extent that such announcement is required
by any law applicable to the party making the announcement or by:
 (1)
    
    bona fide contractual arrangements with unrelated third parties
in existence at the date of
this Amendment Agreement; or
 65




---



##### 



(2)
    
    any securities exchange, regulatory or governmental authority or
Court having jurisdiction over the party making the announcement whether or not
the requirement has the force of law,
 provided that any such announcement may only be made after consultation with the
other parties to this Amendment Agreement in each case, to the extent permitted by
law.28.1.3.
    
    If any party proposes to make an announcement pursuant to this clause 3.1, it shall
provide copies of that proposed announcement to each of the other parties to this
Amendment Agreement before the announcement is made unless this is contrary to law or
not reasonably practicable, in which case, a copy of the announcement shall be so
provided to each party as soon as reasonably practicable.
 Confidentiality
 28.2.1.
    
    Confidential Information:The parties to this Amendment Agreement undertake with
each other that they shall preserve the confidentiality of, and not directly or
indirectly reveal, report, publish, disclose, transfer or use for their own or any
other purposes the existence this Amendment Agreement, its terms or any matter
connected with or related to any of the foregoing (the Confidential Information)
except:
 (1)
    
    in the circumstances set out in clause 3.1;(2)
    
    to the extent otherwise expressly permitted by this Amendment
Agreement;(3)
    
    with the prior written consent of the other parties to this
Confidential Information;(4)
    
    where the Confidential Information, before it is furnished to the
other party, is in the public domain; or(5)
    
    where the disclosure of the Confidential Information is required
by any securities exchange, regulatory or governmental authority or court having
jurisdiction over the disclosing party
 28.2.2.
    
    The restrictions contained in this clause 3.2 will continue to apply after
Completion and will apply in relation to the existence and provisions of this Amendment
Agreement regardless of whether or not Completion occurs.
 28.3.
    
    InterpretationUnless expressly stated or otherwise defined herein, the capitalised terms contained in this
Amendment Agreement shall have the same meaning as the capitalised terms contained in the
Agreement.28.4.
    
    CounterpartsThis Amendment Agreement may be executed in any number of counterparts, and by the several
parties to it on separate counterparts, each of which when so executed will constitute an
original but all of which together will evidence the same agreement.28.5.
    
    Governing LawThis Amendment Agreement will in all respects be governed by and construed in accordance with Irish law.
 66




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##### 



28.6.
    
    JurisdictionThe Irish courts will have jurisdiction to settle any dispute which may arise out of or in
connection with this Amendment Agreement or its performance and the parties hereto
irrevocably submit to the non-exclusive jurisdiction of the Irish Courts.
 IN WITNESS
 For and on behalf  SIFCO TURBINE COMPONENTS LIMITED
 /s/ Timothy V. Crean
 President & COO
 For and on behalf  SR TECHNICS AIRFOIL SERVICES LIMITED
 /s/ Juerg Bartlome
 CEO
 For and on behalf  SIFCO INDUSTRIES, INC.
 /s/ Timothy V. Crean
 President & COO
 67