exv10w1






Exhibit 10.1




PURCHASE AGREEMENT




by and among




ENPRO INDUSTRIES, INC.,




COLTEC INDUSTRIES, INC.,




and




FULCRUM ACQUISITION LLC




and




ATLAS COPCO (CHINA)

INVESTMENT COMPANY LTD.




Dated as of December 18, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I

	 	 	 	 	1	 
	 
	 	 	 	 	 	 
	PURCHASE AND SALE OF ASSETS AND EQUITY CAPITAL	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.1

	 	Purchase and Sale of Assets and Equity Capital
	 	 	1	 
	Section 1.2

	 	Purchase Price and Payment
	 	 	1	 
	Section 1.3

	 	Excluded Assets
	 	 	2	 
	Section 1.4

	 	Assumed Liabilities and Obligations
	 	 	2	 
	Section 1.5

	 	Retained Liabilities and Obligations
	 	 	2	 
	Section 1.6

	 	Purchase Price Allocation
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 	 	 	 	2	 
	 
	 	 	 	 	 	 
	TOTAL NET ASSET VALUE ADJUSTMENT	 	 	2	 
	 
	 	 	 	 	 	 
	Section 2.1

	 	Closing Balance Sheet
	 	 	2	 
	Section 2.2

	 	Disputes
	 	 	3	 
	Section 2.3

	 	Total Net Asset Amount Adjustment
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 	 	 	 	5	 
	 
	 	 	 	 	 	 
	CLOSING	 	 	5	 
	 
	 	 	 	 	 	 
	Section 3.1

	 	The Closing
	 	 	5	 
	Section 3.2

	 	Other Closing Items
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	 	 	 	6	 
	 
	 	 	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF THE SELLER	 	

	6	


	 
	 	 	 	 	 	 
	Section 4.1

	 	Organization and Good Standing
	 	 	6	 
	Section 4.2

	 	Approval
	 	 	6	 
	Section 4.3

	 	Consents
	 	 	7	 
	Section 4.4

	 	No Conflicts
	 	 	7	 
	Section 4.5

	 	Compliance with Laws
	 	 	7	 
	Section 4.6

	 	Financial Statements
	 	 	8	 
	Section 4.7

	 	Absence of Certain Changes or Events
	 	 	8	 
	Section 4.8

	 	Title to Assets
	 	 	8	 
	Section 4.9

	 	Intellectual Property
	 	 	9	 
	Section 4.10

	 	Material Contracts
	 	 	10	 
	Section 4.11

	 	Litigation; Products Liability
	 	 	11	 
	Section 4.12

	 	Insurance
	 	 	12	 
	Section 4.13

	 	Employee Benefit Plans
	 	 	12	 
	Section 4.14

	 	Labor and Employment Matters
	 	 	13	 






i









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	Section 4.15

	 	Taxes
	 	 	14	 
	Section 4.16

	 	Undisclosed Liabilities
	 	 	15	 
	Section 4.17

	 	Sufficiency of Assets
	 	 	15	 
	Section 4.18

	 	Fees
	 	 	15	 
	Section 4.19

	 	Real Property
	 	 	16	 
	Section 4.20

	 	Environmental Matters
	 	 	17	 
	Section 4.21

	 	Inventory
	 	 	19	 
	Section 4.22

	 	Notes and Accounts Receivable
	 	 	19	 
	Section 4.23

	 	Suppliers
	 	 	19	 
	Section 4.24

	 	Customers
	 	 	19	 
	Section 4.25

	 	Certain Payments
	 	 	20	 
	Section 4.26

	 	Powers of Attorney
	 	 	20	 
	Section 4.27

	 	Warranty
	 	 	20	 
	Section 4.28

	 	Disclaimer
	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 	 	 	 	20	 
	 
	 	 	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF THE BUYER	 	 	20	 
	 
	 	 	 	 	 	 
	Section 5.1

	 	Organization and Good Standing
	 	 	20	 
	Section 5.2

	 	Corporate Authority and Approval
	 	 	21	 
	Section 5.3

	 	Consents
	 	 	21	 
	Section 5.4

	 	No Conflicts
	 	 	21	 
	Section 5.5

	 	Funds Available
	 	 	22	 
	Section 5.6

	 	Litigation
	 	 	22	 
	Section 5.7

	 	Buyer’s Financial Status
	 	 	22	 
	Section 5.8

	 	Fees
	 	 	22	 
	Section 5.9

	 	Investment Interest
	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 	 	 	 	22	 
	 
	 	 	 	 	 	 
	PRE-CLOSING COVENANTS	 	 	22	 
	 
	 	 	 	 	 	 
	Section 6.1

	 	Access to Information
	 	 	22	 
	Section 6.2

	 	Operation of the Business Unit
	 	 	24	 
	Section 6.3

	 	Filings and Approvals
	 	 	25	 
	Section 6.4

	 	No Negotiation
	 	 	26	 
	Section 6.5

	 	Confidentiality; No Hire
	 	 	26	 
	Section 6.6

	 	Efforts to Satisfy Closing Conditions
	 	 	27	 
	Section 6.7

	 	Cooperation
	 	 	27	 
	Section 6.8

	 	Zhang Retention Agreement
	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 	 	 	 	27	 
	 
	 	 	 	 	 	 
	POST-CLOSING COVENANTS OF THE SELLER AND PARENT	 	 	27	 
	 
	 	 	 	 	 	 
	Section 7.1

	 	Noncompetition
	 	 	27	 
	Section 7.2

	 	Nonsolicitation of Hired Employees
	 	 	28	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	Section 7.3

	 	Modification of Covenants
	 	 	28	 
	Section 7.4

	 	China Approval
	 	 	29	 
	Section 7.5

	 	Further Assurances
	 	 	29	 
	Section 7.6

	 	Payment by Chinese Buyer
	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 	 	 	 	30	 
	 
	 	 	 	 	 	 
	POST-CLOSING COVENANTS OF THE BUYER	 	 	30	 
	 
	 	 	 	 	 	 
	Section 8.1

	 	Preservation of Books and Records
	 	 	30	 
	Section 8.2

	 	Use of the Seller’s Names or Reputation
	 	 	31	 
	Section 8.3

	 	Performance Bonds and Guarantees
	 	 	31	 
	Section 8.4

	 	Waiver of Bulk Sales Act
	 	 	32	 
	Section 8.5

	 	Air Perfection
	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	 	 	 	 	32	 
	 
	 	 	 	 	 	 
	FURTHER COVENANTS OF THE PARTIES	 	 	32	 
	 
	 	 	 	 	 	 
	Section 9.1

	 	Nonassignable Contracts and Permits
	 	 	32	 
	Section 9.2

	 	Conduct of Litigation
	 	 	33	 
	Section 9.3

	 	Sales, Use and Transfer Taxes
	 	 	33	 
	Section 9.4

	 	Accounting Assistance
	 	 	34	 
	Section 9.5

	 	Environmental Remediation
	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE X

	 	 	 	 	35	 
	 
	 	 	 	 	 	 
	EMPLOYEE MATTERS	 	 	35	 
	 
	 	 	 	 	 	 
	Section 10.1

	 	Employees
	 	 	35	 
	Section 10.2

	 	Termination of Coverage under the Seller’s Benefit Plans
	 	 	35	 
	Section 10.3

	 	Benefit Plans for Active Employees
	 	 	36	 
	Section 10.4

	 	Service Credit under the Buyer Benefit Plans
	 	 	36	 
	Section 10.5

	 	Savings Plan
	 	 	36	 
	Section 10.6

	 	Welfare Plans
	 	 	36	 
	Section 10.7

	 	WARN Act
	 	 	37	 
	Section 10.8

	 	Vacation
	 	 	37	 
	Section 10.9

	 	Certain Employees
	 	 	37	 
	Section 10.10

	 	Manner of Payment
	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE XI

	 	 	 	 	38	 
	 
	 	 	 	 	 	 
	TAX MATTERS	 	 	38	 
	 
	 	 	 	 	 	 
	Section 11.1

	 	Payment of Taxes
	 	 	38	 
	Section 11.2

	 	Preparation and Filing of Income Tax Returns
	 	 	38	 
	Section 11.3

	 	Additional Covenants
	 	 	38	 
	Section 11.4

	 	Notice of Audit
	 	 	38	 






iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	Section 11.5

	 	Withholding
	 	 	39	 
	 
	 	 	 	 	 	 
	ARTICLE XII

	 	 	 	 	39	 
	 
	 	 	 	 	 	 
	CLOSING CONDITIONS	 	 	39	 
	 
	 	 	 	 	 	 
	Section 12.1

	 	Mutual Conditions
	 	 	39	 
	Section 12.2

	 	The Buyer’s Conditions
	 	 	39	 
	Section 12.3

	 	The Seller’s Conditions
	 	 	41	 
	 
	 	 	 	 	 	 
	ARTICLE XIII

	 	 	 	 	42	 
	 
	 	 	 	 	 	 
	INDEMNIFICATION	 	 	42	 
	 
	 	 	 	 	 	 
	Section 13.1

	 	Survival
	 	 	42	 
	Section 13.2

	 	Indemnification
	 	 	43	 
	Section 13.3

	 	Procedures for Claims
	 	 	44	 
	Section 13.4

	 	Environmental Indemnification
	 	 	46	 
	Section 13.5

	 	Other Provisions
	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE XIV

	 	 	 	 	48	 
	 
	 	 	 	 	 	 
	TERMINATION	 	 	48	 
	 
	 	 	 	 	 	 
	Section 14.1

	 	Termination
	 	 	48	 
	Section 14.2

	 	Procedure and Effect of Termination
	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE XV

	 	 	 	 	51	 
	 
	 	 	 	 	 	 
	MISCELLANEOUS	 	 	51	 
	 
	 	 	 	 	 	 
	Section 15.1

	 	Amendments
	 	 	51	 
	Section 15.2

	 	Waivers
	 	 	51	 
	Section 15.3

	 	Public Announcements; Confidentiality
	 	 	51	 
	Section 15.4

	 	Notices
	 	 	52	 
	Section 15.5

	 	Entire Agreement
	 	 	52	 
	Section 15.6

	 	Severability
	 	 	53	 
	Section 15.7

	 	Assignability
	 	 	53	 
	Section 15.8

	 	Governing Law
	 	 	53	 
	Section 15.9

	 	Headings; Definitions
	 	 	53	 
	Section 15.10

	 	Construction
	 	 	54	 
	Section 15.11

	 	Counterparts
	 	 	54	 
	Section 15.12

	 	Expenses
	 	 	54	 
	Section 15.13

	 	Time of Essence
	 	 	54	 
	Section 15.14

	 	WAIVER OF JURY TRIAL
	 	 	54	 
	Section 15.15

	 	Currency
	 	 	54	 
	Section 15.16

	 	Specific Performance
	 	 	55	 






iv









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE XVI

	 	 	 	 	55	 
	 
	 	 	 	 	 	 
	DEFINITIONS	 	 	55	 
	 
	 	 	 	 	 	 
	Section 16.1

	 	Definitions
	 	 	55	 
	Section 16.2

	 	Other Defined Terms
	 	 	68	 







v











 





PURCHASE AGREEMENT




     THIS PURCHASE AGREEMENT made as of this 18th day of December, 2009 (this
“Agreement”) by and among ENPRO INDUSTRIES, INC., a North Carolina corporation (the
“Parent”), COLTEC INDUSTRIES, INC., a Pennsylvania corporation (the “Seller”),
FULCRUM ACQUISITION LLC, a Delaware limited liability company (the “Buyer”), and ATLAS
COPCO (CHINA) INVESTMENT COMPANY LTD. (the “Chinese Buyer”):



WITNESSETH:




     WHEREAS, the Seller desires to sell the Business Unit to the Buyer, and the Buyer and the
Chinese Buyer desire to acquire the Business Unit, by purchasing the U.S. Assets and the China
Equity Capital, respectively, in exchange for the Purchase Price, as set forth herein.



     NOW, THEREFORE, in consideration of the respective representations, warranties, mutual
covenants and agreements hereinafter set forth, the Parent, the Seller, the Buyer and the Chinese
Buyer hereby covenant and agree as follows:



     Capitalized terms have the meaning assigned thereto in ARTICLE XVI and otherwise in
this Agreement.



ARTICLE I




PURCHASE AND SALE OF ASSETS AND EQUITY CAPITAL




     Section 1.1 Purchase and Sale of Assets and Equity Capital. On the terms and subject to the
conditions of this Agreement, (a) on the Closing Date and at the Closing, the Seller shall sell,
assign, convey and transfer to the Buyer, and the Buyer shall acquire from the Seller, all of the
Seller’s right, title and interest in and to the U.S. Assets, and (b) on the China Closing Date,
the Seller shall sell, assign, convey and transfer to the Chinese Buyer, and the Chinese Buyer
shall acquire from the Seller, all of the Seller’s right, title and interest in and to the China
Equity Capital.



     Section 1.2 Purchase Price and Payment.



          (a) The aggregate purchase price for the U.S. Assets and the China Equity Capital (the
“Purchase Price”) shall be equal to USD 190,000,000 (the “Base Purchase Price”)
plus the assumption of the Assumed Liabilities. The Base Purchase Price shall be adjusted
as provided in ARTICLE II.




          (b) The purchase price for the China Equity Capital shall be equal to USD 5,800,000 (the
“China Base Purchase Price Amount”). The Chinese Buyer shall pay an amount equal to the
amount of cash and cash equivalents held by Q-Tech as of the Closing Date (the “China Cash
Payment”) at the same time as the Chinese Buyer pays the China Base Purchase Price Amount. The
Chinese Buyer shall make such payment in cash to the Parent as



1









 






soon as practicable after the Chinese Buyer obtains approval from the China State Administration of
Foreign Exchange to remit overseas such payment.




          (c) The Buyer shall pay the Base Purchase Price, less the China Base Purchase Price Amount in
cash to the Seller, on the Closing Date.




     The Chinese Buyer’s obligation to pay the China Base Purchase Price Amount and the China Cash
Payment as set forth herein shall be absolute and without any right of set-off by the China Buyer
or its Affiliates. Notwithstanding anything herein to the contrary, in the event the China Closing
Date does not occur prior to the China Outside Date, the Buyer shall pay to the Parent the China
Base Purchase Price Amount (but not the China Cash Payment) on the China Outside Date.



     Section 1.3 Excluded Assets. Notwithstanding anything contained herein to the contrary, the Buyer
acknowledges that, as a result of the purchase of the U.S. Assets and the China Equity Capital,
neither the Buyer nor any of its Affiliates shall have any right, title or interest in or to any of
the Excluded Assets.



     Section 1.4 Assumed Liabilities and Obligations. On the Closing Date and at the Closing, the
Seller shall assign to the Buyer, and the Buyer shall assume and agree to thereafter pay, satisfy,
perform and discharge, when due, the Assumed Liabilities.



     Section 1.5 Retained Liabilities and Obligations. The Assumed Liabilities shall not include, and
the Seller shall not assign to the Buyer and the Buyer shall not assume, any of the Retained
Liabilities.



     Section 1.6 Purchase Price Allocation. The parties agree to allocate the Purchase Price between
the U.S. Assets and the China Equity Capital and among the U.S. Assets and other relevant items in
a manner consistent with an allocation schedule to be agreed to by the Seller and the Buyer prior
to the Closing Date (the “Allocation Schedule”) and to file all Tax Returns and other
reports and documentation in a manner consistent with such Allocation Schedule. In the event the
parties cannot agree on a specific allocation of the purchase price for Tax purposes, pursuant to
the Allocation Schedule, the matter shall be submitted to an Independent Accountant for resolution
immediately following the Closing Date. The Seller shall pay 50% and the Buyer shall pay 50% of
the costs of the Independent Accountant engaged pursuant to this Section 1.6.



ARTICLE II




TOTAL NET ASSET VALUE ADJUSTMENT




     Section 2.1 Closing Balance Sheet. As promptly as practicable, but in any event within 60 days
following the Closing Date, the Seller shall prepare and deliver to the Buyer a closing balance
sheet of the Business Unit as of immediately prior to the Effective Time (the “Closing Balance
Sheet”). The Closing Balance Sheet shall be prepared in accordance with GAAP applied
consistently with past practices of the Business Unit as evidenced by the balance sheets included
in the Financial Statements, subject to the exceptions to GAAP disclosed in Section 2.1 of
the Seller Disclosure Schedule. Along with the Closing Balance Sheet, the Seller



2









 







will deliver to
the Buyer the computation of the Total Net Asset Amount as of the Effective Time as calculated from
the Closing Balance Sheet. As used in this Agreement, the term “Total Net Asset Amount”
means the net book value of the U.S. Assets and the assets held by Q-Tech as of immediately prior
to the Effective Time less the net book value of the Assumed Liabilities and the liabilities of
Q-Tech as of immediately prior to the Effective Time (and shall exclude the Excluded Assets and
Retained Liabilities) determined based on the Closing Balance Sheet, provided that the Total Net
Asset Amount shall exclude all additions to accumulated depreciation or amortization recognized
after December 31, 2009. Each party shall provide the other party and its representatives with
reasonable access to books and records and relevant personnel during preparation of the Closing
Balance Sheet and the resolution of any disputes that may occur pursuant to this ARTICLE
II.



     Section 2.2 Disputes.



          (a) Subject to clause (b) of this Section 2.2, the Closing Balance Sheet and the Total
Net Asset Amount calculation delivered by the Seller to the Buyer shall be deemed to be and shall
be final, binding and conclusive on the parties hereto. If the Seller fails to timely deliver the
Closing Balance Sheet within such 60 day period provided in Section 2.1, then the Buyer
shall have the right, at any time thereafter, upon 20 days prior notice to Seller to prepare the
Closing Balance Sheet and calculate the Total Net Asset Amount; provided, however, that if Seller
prepares and delivers to Buyer the Closing Balance Sheet and the calculation of Total Net Asset
Amount (together with all related work papers) within said 20 day period, then Buyer shall not have
the right to prepare the Closing Balance Sheet or calculate the Total Net Asset and the terms and
provisions of this ARTICLE II (including, without limitation, the other provisions of this
Section 2.2) shall continue to be applicable with respect to the Closing Balance Sheet and
calculation of Total Net Asset Amount prepared by Seller. If Buyer prepares the Closing Balance
Sheet and calculation of Total Net Asset Amount pursuant to the foregoing provision, then Seller
shall have the same rights, pursuant to this Section 2.2, with respect to the Buyer’s
calculations and Closing Balance Sheet items as Buyer would have had with respect to Seller’s
preparation of same and the provisions of Section 2.2(b) and clause (i) of Section
2.3 shall apply mutatis mutandis, with the Buyer having the rights and obligations of Seller
specified thereunder and vice versa.




          (b) If the Buyer has any dispute with respect to the Total Net Asset Amount as calculated from
the Closing Balance Sheet, the Buyer shall notify the Seller in writing of each disputed item,
specifying the amount thereof in dispute and setting forth, in reasonable detail, the nature of
such dispute and the basis therefor, within 60 days of the Seller’s delivery of the Closing Balance
Sheet to the Buyer. In the event of such a dispute, the Seller and the Buyer shall in good faith
attempt to resolve any such dispute, and any resolution by them as to any disputed amounts shall be
final, binding and conclusive on the parties hereto for all purposes, including for purposes of
ARTICLE XIII, with respect to the Total Net Asset Amount and the items covered thereby. If
the parties are unable to resolve any such dispute within 30 days after notice is given by the
Buyer to the Seller pursuant to the preceding sentence, the parties shall submit the items
remaining in dispute for resolution to the Independent Accountant. Promptly, but no later than 30
days after the dispute is submitted to the Independent Accountant, the Independent Accountant shall
determine, based solely on presentations by the Seller and the Buyer, and not by independent
review, only those issues remaining in dispute and shall render a



3









 






report as to the dispute and the
resulting computation of the Total Net Asset Amount and the adjustment or adjustments provided for
in Section 2.3 based on the Closing Balance Sheet, if any, which shall be final, binding
and conclusive on the parties. In resolving any disputed item, the Independent Accountant shall be
bound by the provisions of this ARTICLE II and may not assign a value to any item greater
than the greatest value for such item claimed by either party or less than the smallest value for
such item claimed by either party. The fees, costs and expenses of the Independent Accountant (i)
shall be borne by the Buyer in the proportion that the aggregate dollar amount of such remaining
disputed items so submitted that are unsuccessfully disputed by the Buyer (as finally determined by
the Independent Accountant) bears to the aggregate dollar amount of such items so submitted (taking
into account any offers of compromise made at least 10 days prior to submission to the Independent
Accountant) and (ii) shall be borne by the Seller in the proportion that the aggregate dollar
amount of such remaining disputed items so submitted that are successfully disputed by the Buyer
(as finally determined by the Independent Accountant) bears to the aggregate dollar amount of such
items so submitted (taking into account any offers of compromise made at least 10 days prior to
submission to the Independent Accountant). Whether any dispute is resolved by agreement among the
parties or by the Independent Accountant, changes to the Total Net Asset Amount shall be made
hereunder only for items which the Buyer has disputed as provided herein. The Seller and the Buyer
each shall make available to the other (upon the request of the other) their work papers generated
internally in connection with the preparation or review of the Closing Balance Sheet. Any amounts
payable pursuant to this ARTICLE II which are not in dispute (the amount otherwise payable
net of any disputed amount) shall be paid in accordance with Section 2.3, notwithstanding
that other amounts may remain in dispute.




          (c) As used in this Agreement, “Independent Accountant” means RSM McGladrey, Inc., or
in the event of a conflict, another nationally recognized independent public accounting firm that
currently does not audit and has not audited within the past two years the Seller or the Buyer, or
any of their respective Affiliates, as shall be agreed upon by the Seller and the Buyer or, if an
agreement cannot be reached within 10 days of the expiration of the 30-day period set forth in the
third sentence of Section 2.2(b), as shall be selected by the American Arbitration
Association upon the request of either the Seller or the Buyer.




     Section 2.3 Total Net Asset Amount Adjustment. The Closing Balance Sheet and the calculation of Total Net Asset Amount shall be deemed
final for the purposes of this Section 2.3 upon the earliest of (i) the failure of the
Buyer to deliver to the Seller a notice of dispute within 60 days of the Seller’s delivery of the
Closing Balance Sheet to the Buyer, (ii) the resolution of all disputes, pursuant to Section
2.2(b), by the Seller and the Buyer, and (iii) the resolution of all disputes, pursuant to
Section 2.2(b), by the Independent Accountant. Within three Business Days of the Closing
Balance Sheet being deemed final, the adjustment or adjustments of the Base Purchase Price shall be
made as follows:



          (a) in the event that the Total Net Asset Amount calculated with respect to the Closing
Balance Sheet exceeds USD 48,500,000, then the Buyer shall pay to the Seller the amount of such
excess as set forth below; and




4









 








          (b) in the event that the Total Net Asset Amount calculated with respect to the Closing
Balance Sheet is less than USD 47,500,000, then the Seller shall pay to the Buyer the amount of
such deficiency as set forth below.




     Any payment required to be made pursuant to this Section 2.3 shall be made in cash
within three Business Days of the final determination of any such adjustment or adjustments
pursuant to the first sentence of this Section 2.3, such payment to be made by wire
transfer in immediately available funds to an account or accounts designated by the party to which
payment is due.



ARTICLE III




CLOSING




     Section 3.1 The Closing. The consummation of the transactions (the “Closing”)
contemplated by this Agreement shall take place at 9:00 a.m., Charlotte, North Carolina time at the
offices of Robinson, Bradshaw & Hinson, P.A., 101 North Tryon Street, Suite 1900, Charlotte, North
Carolina 28226, on the date that is five (5) Business Days after the satisfaction or waiver of all
of the conditions set forth in ARTICLE XII, other than receipt of the China Approval (the
“Closing Date”); provided, however, if the China Approval has not been received prior to
the Closing Date, the sale, assignment, conveyance and transfer to the Chinese Buyer of all of the
Seller’s right, title and interest in and to the China Equity Capital shall occur on the first day
that is (i) a Business Day, (ii) a day on which the banks are open in China, and (iii) at least two
Business Days after receipt of the China Approval. The delivery of all documents and the
performance of all acts at the Closing shall be deemed to have occurred or to have been taken
simultaneously. The Closing shall be effective as of 12:01 a.m., Charlotte, North Carolina time,
on the Closing Date with respect to the transfer of the U.S. Assets (the “Effective Time”),
and 12:01 A.M. Beijing, China time, on the Closing Date, or, if applicable, on the China Closing
Date, with respect to the transfer of the China Equity Capital. Subject to the provisions of
ARTICLE XIV, failure to consummate the purchase and sale provided for in this Agreement on
the date determined pursuant to this Section will not result in the termination of this Agreement
and will not relieve any party of any obligation under this Agreement.



     Section 3.2 Other Closing Items. At the Closing:



          (a) the Buyer shall deliver to the Seller:




               (i) a Supply Agreement in the form of Exhibit 3.2(a)(i) to this Agreement (the
“Supply Agreement”), executed by the Buyer Affiliate party thereto;



               (ii) a Transition Services Agreement in the form of Exhibit 3.2(a)(ii) to this
Agreement (the “Transition Services Agreement”), executed by the Buyer;



               (iii) the documents, certificates and agreements set forth in Section 12.3(d) and
Section 12.3(e), executed as set forth in such sections; and



5









 





               (iv) payment of an amount equal to the Base Purchase Price less the China Base Purchase Price
(plus, if the China Closing Date shall occur on such date, the China Cash Payment and the China
Base Purchase Price Amount) as required to be paid pursuant to Section 1.2 (collectively,
the “Closing Payment”) no later than 1:00 p.m. Charlotte, North Carolina time, on the
Closing Date by wire transfer of immediately available funds to an account or accounts of the
Seller at a bank or banks specified by the Seller.



          (b) The Seller shall deliver to the Buyer:




               (i) the Supply Agreement executed by the Seller Affiliate party thereto;



               (ii) the Transition Services Agreement executed by the Seller; and



               (iii) the documents, certificates and agreements set forth in Section 12.2(c) and
Section 12.2(e), executed as set forth in such sections.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF THE SELLER




     The Seller hereby represents and warrants to the Buyer, except as otherwise set forth in the
disclosure schedule delivered by the Seller to the Buyer concurrently herewith (the “Seller
Disclosure Schedule”) and identifying the section or subsection of this Agreement to which such
exception applies (provided that information disclosed in any paragraph of the Seller
Disclosure Schedule shall qualify other paragraphs in this Agreement to the extent it is reasonably
clear from the disclosure that such disclosure is applicable to such other paragraphs), as follows:



     Section 4.1 Organization and Good Standing. Each of the Parent, Q-Tech and the Seller is duly
organized, validly existing, and in good standing (where applicable) under the laws of its
jurisdiction of organization and has all requisite corporate power and authority to own, lease, and
operate the properties and assets it
currently owns or leases and to carry on its business as it is currently conducted. Each of
Q-Tech and the Seller is duly licensed or qualified to do business as a foreign entity and is in
good standing in all jurisdictions in which, with respect to the Business Unit, the character of
the properties and assets now owned or leased by it or the nature of the business now conducted by
it requires it to be so licensed or qualified, except, in each case, where the failure to be so
qualified, licensed or in good standing would not, individually or in the aggregate, have a
Material Adverse Effect.



     Section 4.2 Approval. Each of the Parent and the Seller has all requisite power and authority to
enter into, and perform its obligations under, this Agreement and the Ancillary Documents to which
it is a party and to consummate the transactions contemplated hereby and thereby. The execution
and delivery by the Parent and the Seller of this Agreement and the execution and delivery by the
Parent and the Seller of each of the Ancillary Documents to which they are a party, the performance
by each of the Parent and the Seller of their respective obligations hereunder and thereunder, and
the consummation by each of the Parent and the Seller of the transactions contemplated hereby and
thereby have been duly authorized by all requisite



6









 







corporate action on the part of each of the
Parent and the Seller. This Agreement has been, and at the Closing the Ancillary Documents to
which they are a party will have been, duly executed and delivered by the Parent and the Seller and
(assuming the valid authorization, execution, and delivery of this Agreement and the Ancillary
Documents by the Buyer or the relevant Buyer Affiliate) constitute (in the case of the Ancillary
Documents upon execution and delivery by the Parent and the Seller, as applicable, at Closing)
valid and binding obligations of the Parent and the Seller enforceable against the Parent and the
Seller in accordance with their terms, except to the extent such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws
relating to or affecting creditors’ rights generally and to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at law).



     Section 4.3 Consents. No material Governmental Approval is required in connection with the
execution, delivery and performance by the Parent and the Seller of this Agreement and the
Ancillary Documents or the taking by them of any other action contemplated hereby or thereby
(excluding Governmental Approvals, if any, which the Buyer is required to obtain or make, as to
which no representations or warranties are made), except for Governmental Approvals required under
the HSR Act, approval of the transfer of China Equity Capital by the relevant China Authorities and
as set forth in Section 4.3 of the Seller Disclosure Schedule. As used in this Agreement
in respect of the Seller, Q-Tech or the Business Unit, the term “material” means material to the
business, properties, results of operations or financial condition of the Business Unit, taken as a
whole.



     Section 4.4 No Conflicts. The execution and delivery of, and performance by each of the Parent
and the Seller of their respective obligations under, this Agreement and the Ancillary Documents
and the
consummation by the Parent and the Seller of the transactions contemplated hereby and thereby
will not, with or without the giving of notice or the lapse of time, or both, subject to obtaining
any Governmental Approvals referred to in Section 4.3 and Section 5.3, (a) violate
any provision of the organizational documents of the Parent, the Seller or Q-Tech, (b) violate any
Governmental Order applicable to the Parent, the Seller or Q-Tech, (c) result in a material breach
of any Material Contract to which the Parent, the Seller or Q-Tech is a party or by which its
assets are subject, (d) violate in any material respect any provision of applicable Law related to
the Business Unit, the U.S. Assets, Q-Tech or the Assumed Liabilities, or (e) result in the
creation of any Encumbrances on any assets of the Business Unit, other than Permitted Encumbrances.



     Section 4.5 Compliance with Laws. The Seller, with respect to the Business Unit, and Q-Tech are
in material compliance with all applicable Laws currently in effect, and with all of their
respective permits, licenses and authorizations issued by a Governmental Authority
(“Permits”), and outstanding Governmental Orders applicable to them. The Seller and Q-Tech
have all material Permits necessary for the conduct of the business of the Business Unit as
currently conducted. Section 4.5 of the Seller Disclosure Schedule sets forth a true and
complete list of (i) all material Permits used in conduct and operation of the Business Unit other
than those used or held by Q-Tech and (ii) all material Permits held by Q-Tech (the “Q-Tech
Permits”). The Seller makes no representations or warranties in this Section 4.5 with
respect to Environmental Laws or Environmental Matters which shall be covered solely by Section
4.20 hereof.



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     Section 4.6 Financial Statements. The Seller has delivered to the Buyer unaudited combined
balance sheets of the Business Unit as of December 31, 2007, December 31, 2008 and September 30,
2009, and unaudited combined statements of income and cash flows of the Business Unit for each of
the fiscal years ending on such dates, and the nine-month period ending on September 30, 2009
(collectively, the “Financial Statements”), copies of which are attached to Section
4.6 of the Seller Disclosure Schedule. The Financial Statements present fairly in all material
respects the combined financial position and combined results of operations of the Business Unit as
of the respective dates indicated and for the respective periods then ended in conformity with GAAP
consistently applied except (a) as disclosed in Section 4.6 of the Seller Disclosure
Schedule, (b) for the absence of notes thereto, and (c) that, in the case of the interim
statements, such statements are subject to normal year end adjustments.



     Section 4.7 Absence of Certain Changes or Events. Except as set forth in Section 4.7 of
the Seller’s Disclosure Schedules and except as permitted or contemplated by this Agreement, since
June 30, 2009, the Business Unit has been conducted in the ordinary course consistent with past
practices and the Business Unit has not: (a) suffered any damage, destruction or casualty loss to
its physical properties that, individually or in the aggregate, would have a Material Adverse
Effect; (b) incurred or discharged any obligation or liability or entered into any other
transaction except in the ordinary course of business and except for obligations, liabilities and
transactions that would not, individually or in
the aggregate, have a Material Adverse Effect; (c) suffered any changes that, individually or
in the aggregate, would have a Material Adverse Effect; or (d) taken any action that if taken after
the date of this Agreement would constitute a breach of any of the covenants contained in
Sections 6.2(i), (ii) and (iv) through (xi), other than actions that are expressly
permitted by this Agreement.



     Section 4.8 Title to Assets. Except as set forth in Section 4.8 of the Seller Disclosure
Schedule, (a) the Seller has good and marketable title to or a valid leasehold in all material U.S.
Assets (other than real estate) free and clear of all Encumbrances (other than Permitted
Encumbrances), and (b) Q-Tech has good and marketable title to or a valid leasehold in all material
assets of Q-Tech (other than real estate) free and clear of all Encumbrances (other than Permitted
Encumbrances). On the Closing Date, except as set forth on Section 4.8 of the Seller
Disclosure Schedule, the Seller will have good and marketable title to or a valid leasehold in all
material U.S. Assets (other than real estate) free and clear of all Encumbrances (other than
Permitted Encumbrances). On the China Closing Date, Q-Tech will have good and marketable title to
or a valid leasehold in all material assets of Q-Tech (other than real estate) free and clear of
all Encumbrances (other than Permitted Encumbrances). Q-Tech is incorporated in China. Good and
valid title to the China Equity Capital will be delivered to the Chinese Buyer on the China Closing
Date free and clear of any Encumbrance. Neither the Seller nor Q-Tech is a party to any agreement
with any Person pursuant to which any stock appreciation, phantom stock or other similar right with
respect to the China Equity Capital or Q-Tech has been or may be issued. There are no outstanding
options, warrants, calls, rights or any other agreements relating to the China Equity Capital or to
the sale, issuance or voting of any other equity interests in Q-Tech, or any securities or other
instruments convertible into, exchangeable for or evidencing the right to purchase any shares of
capital stock, other equity interests or voting securities of Q-Tech. Q-Tech does not have any
equity interests in any other Person.



8









 





     Section 4.9 Intellectual Property.



          (a) Ownership and Right to Use. Except as set forth in Section 4.9 of the Seller
Disclosure Schedule, the Seller or Q-Tech owns or has the right to use all of the material
Transferred Intellectual Property and upon the Closing the Buyer (or Q-Tech) will own (or with
respect to the Intellectual Property included in the U.S. Assets or used by Q-Tech and licensed
from third parties, subject to obtaining the consents set forth in Section 4.9 of the
Seller Disclosure Schedule, will have the right to use) all of the material Transferred
Intellectual Property free and clear of any Encumbrances. Except as set forth in Section 4.9 of
the Seller Disclosure Schedule, neither the Seller nor Q-Tech is infringing upon any Intellectual
Property of any other Person in the conduct of the business of the Business Unit as currently
conducted. Except as set forth in Section 4.9 of the Seller Disclosure Schedule, to the Seller’s
knowledge, no Person is infringing upon the material Transferred Intellectual Property. Except as
set forth in Section 4.9 of the Seller Disclosure Schedule, no claims have been formally asserted
and are pending, nor to the knowledge of the Seller threatened, against the Seller or Q-Tech by any
Person (i) to the effect that such Person has any right, title or interest in, or has the right to
use, any of the material Transferred Intellectual Property, or that the use by the Seller or Q-Tech
of such material Transferred Intellectual Property infringes any Intellectual Property of that
Person or (ii) with respect to the ownership, validity, enforceability, effectiveness or use of any
material Transferred Intellectual Property. Provided the consents set forth on Section 4.9
of the Seller Disclosure Schedule are obtained, the consummation of the transactions contemplated
by this Agreement will not conflict with, alter or impair any rights in the Transferred
Intellectual Property in any material respect.




          (b) Section 4.9(b) of the Seller Disclosure Schedule lists each material patent,
patent application, trademark registration (or application therefore) and registered copyright
owned, used or held for use by the Seller or Q-Tech. Each such patent and trademark registration
is currently in effect and all material registration fees, renewal fees and maintenance fees have
been paid.




          (c) Except as set forth in Section 4.9(c) of the Seller Disclosure Schedule, the
Seller or Q-Tech owns, licenses or otherwise has the right to use all material software that is
currently used in the conduct of the business of the Business Unit as currently conducted. Except
as set forth in Section 4.9(c) of the Seller Disclosure Schedule and except for software
embedded in, or incidental to the sale of, any product or good sold by the Seller or Q-Tech,
neither the Seller nor Q-Tech licenses software to other Persons in the conduct of the business of
the Business Unit as currently conducted.




          (d) Except as set forth in Section 4.9(d) of the Seller Disclosure Schedule, neither
Seller nor Q-Tech has granted any material options, licenses or agreements relating to the
Transferred Intellectual Property, except non-exclusive implied licenses to end-users in the
ordinary course of business. Neither Seller nor any of its Affiliates is bound by or a party to
any material options, licenses or agreements of any kind relating to the Intellectual Property of
any other Person, except for the Transferred Intellectual Property that is licensed from third
parties.




          (e) Since December 31, 2008, neither the Seller nor Q-Tech has lost any right to use
Intellectual Property that was material in any respect in the operation of the Business Unit.




9









 








     Section 4.10 Material Contracts. Section 4.10 of the Seller Disclosure Schedule sets forth
a list, as of the date hereof, of each written or oral contract or agreement to which the Seller,
or any of the Seller’s assets, in respect of the Business Unit are party to or otherwise bound, or
to which Q-Tech is a party or to which any of its assets are subject, but excluding the
“Company-wide Contracts (each, a “Contract”) that:



          (a) provides for future payments or future receipts by the Seller or Q-Tech of more than USD
150,000 (or the equivalent thereof based on exchange rates on the date hereof) per year, including
all such Contracts that are Contracts for capital expenditures (including leases of personal
property) or Contracts for the purchase of any assets or services, but excluding purchase or sales
orders entered in the ordinary course of business;




          (b) is a guaranty of third-party obligations;




          (c) is an employment, severance, agency or management agreement, excluding the Retention
Agreements;




          (d) restricts the kinds of business in which the Business Unit may engage or the geographical
area in which the Business Unit may conduct its business;




          (e) is a Contract that (i) contains a provision for exclusivity (i.e., a requirements
provision or similar provision requiring the Business Unit to buy or sell goods or services
exclusively to or from the counterparty to such Contract), (ii) in excess of USD 100,000 (or the
equivalent thereof based on exchange rates on the date hereof) in total consideration that contains
a requirement of the Business Unit to grant “most favored nation” pricing or terms, or (iii) is
restrictive of the ability of the Business Unit to solicit or hire any Person, in each case that
materially impairs the operation of the Business Unit as it is currently conducted;




          (f) is an indenture, mortgage, loan agreement or other Contract for the borrowing of money or
a line of credit or under which it has had imposed against it an Encumbrance on any of the assets
of the Business Unit (other than the EnPro Credit Agreement);




          (g) is a profit sharing, stock option, stock purchase, stock appreciation, deferred
compensation or other plan or arrangement for the benefit of the current or former directors,
officers or employees of the Seller in respect of the Business Unit or of Q-Tech;




          (h) is a collective bargaining agreement;




          (i) is a material license (whether as licensor or licensee) or similar agreement permitting
the use of any Transferred Intellectual Property;




          (j) is a lease for real property;




          (k) is a distributor, dealer, sales, advertising, consultant, lobbying, manufacturer’s
representative or similar Contract involving payment or receipt by the Seller or Q-Tech in excess
of USD 50,000 (or the equivalent thereof based on exchange rates on the date hereof) per year;




10









 








          (l) is a confidentiality, joint venture, partnership or similar agreement;




          (m) is a Contract with an Affiliate or a current or former officer, director or employee of an
Affiliate;




          (n) is a lease for personal property involving an aggregate payment in excess of USD 50,000,
or a capitalized lease involving an aggregate payment in excess of USD 20,000 (or, in each case,
the equivalent thereof based on exchange rates on the date hereof);




          (o) is a Contract or commitment to loan, advance, extend credit or contribute capital to or
invest in any other Person in each case in excess of an aggregate amount of USD 50,000 (or the
equivalent thereof based on exchange rates on the date hereof);




          (p) is an asset purchase agreement, stock purchase agreement or other acquisition or
divestiture agreement, in each case relating to the sale or purchase of a material business as a
going concern, entered into in the three-year period preceding the date hereof;




          (q) is a Contract with a Governmental Authority or a joint contract with a contractor and a
Governmental Authority for the purpose of providing goods or services to be incorporated into a
project for the benefit of a Governmental Authority; or




          (r) is a Contract not otherwise described in this Section 4.10, the absence of which
would result in a Material Adverse Effect;



(each a “Material Contract” and collectively, the “Material Contracts”).
“Company-wide Contracts” shall mean Parent or Seller company-wide procurement, information
and technology, procurement, Benefit Plan, insurance, cash management and similar company-wide
Contracts not primarily related to the Business Unit.




     Each of the foregoing Material Contracts is in full force and effect and is a valid and
binding obligation of the Seller or Q-Tech, as applicable, and is enforceable against the Seller or
Q-Tech in accordance with its terms, except to the extent such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws
relating to or affecting creditors’ rights generally and to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at law). Neither the
Seller, Q-Tech nor, to the Seller’s knowledge, any other Person is in default under any Material
Contract. To the Seller’s knowledge, no condition exists, or event has occurred, that (whether
with or without notice, or the lapse of time, or both) would constitute a default by Seller, Q-Tech
or any other Person under any Material Contract. Notwithstanding anything herein to the contrary,
the representations and warranties set forth in the preceding two sentences shall not apply to (a)
breaches or claims relating to warranty matters or (b) to leases for Leased Property (which shall
be covered by Section 4.19(b)). The Seller has delivered to the Buyer a correct and
complete copy of (i) each written Material Contract, and (ii) the Union Contract.



     Section 4.11 Litigation; Products Liability. Except as set forth in Section 4.11 of the
Seller Disclosure Schedule, during the past three years, there have been no material Actions filed
against the Seller in respect of the Business Unit or against Q-Tech, nor is any Action currently
pending or, to the Seller’s knowledge, threatened against the Seller in respect of the Business



11









 







Unit or against Q-Tech. With respect to the Business Unit, the Seller is not subject to any
outstanding Governmental Order that names the Seller or, to the Seller’s knowledge, otherwise
materially affects its assets or the operation of the Business Unit in a manner substantially
different from other Persons in the same or similar industries as the Business Unit. As of the
date hereof, Q-Tech is not subject to any outstanding Governmental Order that names Q-Tech or, to
the Seller’s knowledge, otherwise materially affects its assets or operations in a manner
substantially different from other Persons in the same or similar industries as the Business Unit.
During the past three years, neither the Seller nor Q-Tech has recalled any Products sold by the
Business Unit. There are no Governmental Orders or Actions by any Governmental Authority
indicating that any Product or service provided by the Business Unit fails in any material respect
to meet any standards promulgated by any Governmental Authority.



     Section 4.12 Insurance. Section 4.12 of the Seller Disclosure Schedule sets forth a list, as of the date
hereof, of all material casualty, general liability, workers’ compensation and other insurance
maintained by the Seller in respect of the Business Unit or maintained by Q-Tech (the
“Insurance Policies”). Each of the Insurance Policies is in full force and effect and no
written notice has been received by the Seller or Q-Tech from any insurance carrier purporting to
cancel coverage under any of the Insurance Policies. There are no pending material Actions that
involve claims under the Insurance Policies with respect to the Business Unit as to which the
insurers have denied liability. The Seller and Q-Tech have made timely premium payments with
respect to all of the Insurance Policies and all obligations of the insureds under the Insurance
Policies have been timely complied with.



     Section 4.13 Employee Benefit Plans.



          (a) Section 4.13 of the Seller Disclosure Schedule sets forth the name, title or job
position, base salary (or wages) and target bonus with respect to each Employee and employee of
Q-Tech (collectively, the “Business Unit Employees”). Section 4.13 of the Seller
Disclosure Schedule sets forth all written employee benefit plans and programs to which either the
Seller or Q-Tech or any of their Affiliates is a party, contributes, sponsors, has any liability,
or that are otherwise applicable to Business Unit Employees, former employees of the Business Unit
or beneficiaries of such employees, as of the date hereof, including plans and programs providing
for pension, retirement, profit sharing, savings, bonus, current compensation, deferred or
incentive compensation (including, without limitation, long term incentive plans), change of
control benefits, hospitalization, medical, life or disability insurance, dental benefits, sick
leave, vacation and paid holiday, termination or severance pay, employee assistance programs,
workers’ compensation benefits, restricted stock, stock option or stock appreciation rights benefit
plans and any other material fringe benefits (“Seller Benefit Plans”). Seller Benefit
Plans maintained in the United States are hereinafter referred to as “Seller U.S. Benefit
Plans;” other Seller Benefit Plans are referred to as “Seller Non-U.S. Benefit Plans.”
With respect to each Seller Benefit Plan, the Buyer or its agents have been afforded the
opportunity to obtain a true and correct copy of the plan document or a summary thereof, and where
applicable, the most recent copies of the following: summary plan description, actuarial estimates
of Seller Benefit Plan liabilities, audited financial statements for the Seller Benefit Plans,
trust agreements, and the most recent Internal Revenue Service determination letter or opinion
letter related to the Seller U.S. Benefit Plans (if applicable).




12









 








          (b) No Seller U.S. Benefit Plan has terms requiring assumption by the Buyer or its Affiliates.




          (c) The Seller and its Affiliates have paid and discharged promptly when due all of their
liabilities arising under ERISA or the Code of a character which if unpaid or unperformed could
result in the imposition of an Encumbrance on any of the U.S. Assets or the Business Unit, or any
liability to the Buyer.




          (d) With respect to any Business Unit Employee who is hired by the Buyer immediately after the
Closing (regardless of whether such employment is thereafter continued), the consummation of the
transactions hereby will not, except as set forth in Section 4.13(d) of the Seller
Disclosure: (i) by reason of any contractual obligation of the Seller or its Affiliates,
entitle any Business Unit Employee to severance pay, unemployment compensation or similar
payment from the Buyer or its Affiliates or increase the amount of compensation payable by the
Buyer or its Affiliates to any Business Unit Employee; (ii) by reason of any obligation of Seller
or its Affiliates under applicable Law, entitle any Business Unit Employee to severance pay,
unemployment compensation or similar payment from the Buyer or its Affiliates or increase the
amount of compensation payable by the Buyer or its Affiliates to any Business Unit Employee, except
those rights solely resulting from the consummation of the transactions contemplated hereby, or
(iii) entitle any Business Unit Employee to an “excess parachute payment” within the meaning of
Section 280G of the Code by reason of any contractual obligation or obligation by Law of the Seller
or its Affiliates.




          (e) Section 4.13 of the Seller Disclosure Schedule identifies each of the U.S. Benefit
Plans that is intended to meet the requirements of Section 401(a) of the Code (the “Qualified
Plans”). With respect to the Qualified Plans, each such Qualified Plan has received a
determination letter from the IRS to the effect that it is qualified and the plans and trusts
related thereto are exempt from federal income taxes under Sections 401(a) and 501(a),
respectively, of the Code. All IRS qualification determination letters remain in effect and have
not been revoked. No issue concerning qualification of any Qualified Plan is pending before or, to
the Knowledge of the Seller, threatened by, the IRS, except for routine requests for determination
and qualification and no event has occurred that would reasonably be expected to result in the
revocation of any such qualification.




          (f) With respect to each Business Unit Benefit Plan that is maintained in or subject to the
laws of a country other than the United States, each such plan has been operated in compliance with
applicable Law and in accordance with the provisions of, and the rules and regulations covering,
such plan except where the failure to so comply would not, individually or in the aggregate, have a
Material Adverse Effect.




     Section 4.14 Labor and Employment Matters.



          (a) Except as set forth in Section 4.14(a) of the Seller Disclosure Schedule, neither
the Seller nor Q-Tech is a party to any collective bargaining agreement or any other labor union
agreement with any labor organization applicable to any Business Unit Employees and to the Seller’s
knowledge, there are no pending demands for recognition of a union as collective bargaining agent
for all or any material portion of the Business Unit Employees. There is not



13









 






pending or, to the
Seller’s knowledge, threatened any material strike, lockout, work stoppage, union organizing effort
or unfair labor practice Action involving any of the Business Unit Employees.




          (b) The Seller, with respect to the Business Unit, and Q-Tech have withheld all material
amounts related to Taxes and required by Law or Contract to be withheld from the wages or salaries
of, and other payments to the Business Unit Employees and any former employees of the Business Unit
and are not liable for any past due wages, salaries or other payments to such Business Unit
Employees and any former employees of the Business Unit or any Taxes or penalties for failure to so
withhold when required or so make such payments when due.




          (c) The Seller, with respect to the Business Unit, and Q-Tech are in material compliance with
all applicable Laws relating to age, race, disability, national origin and sex discrimination and
harassment. There are no pending or, to the Seller’s knowledge, threatened Actions against the
Seller with respect to the Business Unit or Q-Tech alleging a failure to comply with any such Law,
and there are no outstanding Governmental Orders against the Seller or Q-Tech arising out of any
such alleged failure.




          (d) Neither the Seller nor Q-Tech has been a party to any transaction involving mass layoffs
or employment terminations sufficient in number to trigger the notice requirements of the WARN Act,
or with respect to Q-Tech, similar requirements of any similar foreign, state or local Law during
the twelve (12) months prior to the date hereof.




     Section 4.15 Taxes.



          (a) The Seller has timely filed all material federal, state, local, provincial and foreign Tax
Returns, and has timely paid all material Taxes owed by it (whether or not shown, or required to be
shown, on any Tax Returns), in each case relating to the Business Unit. Q-Tech has timely filed
all material Tax Returns required to be filed by it and has timely paid all material Taxes owed
(whether or not shown, or required to be shown, on any Tax Returns). All such Tax Returns filed by
the Seller relating to the Business Unit and by Q-Tech were complete and correct in all material
respects. There are no Encumbrances for Taxes upon the U.S. Assets, the China Equity Capital, or
the assets of Q-Tech, except for current Taxes which are not yet delinquent. The Seller and Q-Tech
have withheld and paid to the proper Governmental Authority all material Taxes required to have
been withheld and paid with respect to the Business Unit in connection with amounts paid to any
employee, independent contractor, creditor, stockholder or other third party, and all Forms W-2 and
1099 or other Tax Returns required with respect thereto have been properly completed and timely
filed.




          (b) Except as set forth in Section 4.15(b) of the Seller Disclosure Schedule, there is
no material audit, action, suit, proceeding, claim, examination, investigation, deficiency or
assessment by any Governmental Authority relating to Tax claims or Tax Returns of the Seller in
respect of the Business Unit or Q-Tech that has not been resolved or paid, and no such audit,
appeal, action, suit, proceeding, claim, examination, investigation, deficiency or assessment is
currently pending or, to the Seller’s knowledge, threatened. No material deficiencies for any
federal, state, local, provincial or foreign Taxes have been asserted or assessed in writing
against



14









 






the Seller in respect of the Business Unit or against Q-Tech to which the U.S. Assets or
the China Equity Capital or assets of Q-Tech are subject or for which the Buyer would be liable
that remains unpaid or result in an Encumbrance on the assets of the Business Unit or Q-Tech.




          (c) There are no agreements or consents currently in effect for the waiver of any statute of
limitations or extension of time with respect to an assessment, deficiency or collection of any
material amount of Taxes asserted against Q-Tech or with respect to the U.S. Assets.




          (d) Since January 1, 2007, no written claim has been made against the Seller or Q-Tech by any
Governmental Authority in a jurisdiction where the Seller (with respect to the
Business Unit) or Q-Tech does not file Tax Returns that the Business Unit or Q-Tech is or may
become subject to taxation by that jurisdiction.




          (e) There are no tax sharing, tax allocation, tax indemnification or similar tax agreements in
effect as between Q-Tech or any predecessor or Affiliate thereof and any other party (including the
Seller or any predecessors or Affiliates thereof) under which Buyer or Q-Tech could be liable for
any Taxes or other claims of any party after the China Closing Date.




     Section 4.16 Undisclosed Liabilities. Neither the Seller nor Q-Tech has any material liabilities
or obligations, in respect of the Business Unit, of any nature (whether accrued, absolute,
contingent, unasserted, or otherwise) that would be required by GAAP (subject to the exceptions set
forth in Section 4.6 of the Seller Disclosure Schedule) to be reflected on a balance sheet
of the Business Unit, except: (a) as disclosed or reserved against in the Financial Statements, (b)
for liabilities and obligations relating to Taxes not yet due and payable, (c) for liabilities and
obligations incurred in connection with the transactions contemplated by this Agreement, (d) for
executory liabilities or obligation arising under any Contract included in the U.S. Assets or any
Contract to which Q-Tech is a party or by which its assets or properties are bound, (e) for
Retained Liabilities, (f) liabilities expressly disclosed in the Seller Disclosure Schedule (or the
documents listed in the Seller Disclosure Schedule) and (g) other liabilities and obligations
incurred in the ordinary course of business since December 31, 2008, which individually and in the
aggregate would not constitute a Material Adverse Effect.



     Section 4.17 Sufficiency of Assets. Except (a) as disclosed on Section 4.17 of the Seller
Disclosure Schedules, (b) for the Excluded Assets, and (c) for the assets to which the Buyer will
be provided access in the Transition Services Agreement, the U.S. Assets and the assets held by
Q-Tech include all of the material assets and properties that are used or held for use by the
Seller and its Affiliates in the operation of the Business Unit as it is currently conducted. The
U.S. Assets, the assets owned by Q-Tech, and the assets the Buyer will have the right to use under
the Transition Services Agreement comprise all of the assets necessary to operate the Business Unit
as it is currently conducted. Section 4.17 of the Seller Disclosure Schedule lists the
services and assets provided to the Business Unit under the Company-wide Contracts that are not
provided under the Transition Services Agreement.



     Section 4.18 Fees. Neither the Seller nor Q-Tech has paid or become obligated (nor has the Seller
or Q-Tech created any liability or obligation on the part of the Buyer) to pay any fee or
commission to any broker, finder or intermediary in connection with the transactions contemplated
hereby.



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     Section 4.19 Real Property.



          (a) Owned Real Property. The Seller owns fee simple title to the Owned Real Property
free and clear of all Encumbrances other than Permitted Encumbrances. The Owned Real Property
constitutes all real property owned by the Seller and occupied by the Business
Unit. Q-Tech does not own any real property. With respect to each parcel of Owned Real
Property:




               (i) There are no outstanding options or rights of first refusal to purchase or lease the Owned
Real Property, or any part or any interest therein, by or through Seller, other than the Permitted
Encumbrances. There are no existing leases, tenancies or other rights of occupancy affecting the
Owned Real Property, other than the Permitted Encumbrances. There are no pending or, to the
Seller’s knowledge, threatened condemnation, taking, or like proceedings affecting in any material
manner any part of the Owned Real Property.



               (ii) Except with respect to Environmental Matters and Environmental Laws, which matters are
addressed exclusively in Section 4.20 hereof:



                    (A) The Owned Real Property is in material compliance with all applicable Laws, including
municipal, building, fire and zoning laws and ordinances.



                    (B) There is no Action pending or, to the Seller’s knowledge, threatened against the Seller
with respect to the Owned Real Property, or any interest therein.



                    (C) The Owned Real Property and the operation of the Business Unit thereon do not violate in
any material respect any restrictive covenant affecting the Owned Real Property.



                    (D) The Seller has not received any written notice or order or other written communication
from any Governmental Authority having jurisdiction requiring any material work to be performed
with respect to the Owned Real Property that has not been performed.



                    (E) The Seller has not received any written notice concerning local improvements planned by a
Governmental Authority that may result in material assessments being levied against the Owned Real
Property in the immediate future.



               (iii) No materials have been supplied, or improvements made, relative to the Owned Real
Property or the buildings or improvements thereon under agreements made by Seller (A) for which
payment has not been made in full or (B) which will be paid in accordance with normal trade terms,
all of which will be reflected on the Closing Balance Sheet.



               (iv) The Owned Real Property has adequate rights of ingress and egress for the operation of
the Business Unit as currently conducted.




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               (v) To the Seller’s knowledge, the improvements on the Owned Real Property, in all material
respects are in adequate working order for the conduct of the Business as currently conducted,
ordinary wear and tear excepted.



          (b) Leased Property. Section 4.19(b) of the Seller Disclosure Schedule lists
the China Leased Property and the U.S. Leased Property, which constitutes all real property leased
or subleased (i) to the Seller with respect to the Business Unit, (ii) to Q-Tech, or (iii)
otherwise occupied by the Business Unit. The Seller has delivered to the Buyer correct and
complete copies of the leases and subleases listed in Section 4.19(b) of the Seller
Disclosure Schedule (as amended to date). The Seller does not lease or sublease any of the Owned
Real Property or the U.S. Leased Property to any Person for agricultural use. With respect to each
lease and sublease listed in Section 4.19(b) of the Seller Disclosure Schedule:



               (i) the lease or sublease is the legal, valid, binding, and enforceable obligation of the
Seller or Q-Tech, as applicable, and, to the Seller’s knowledge, the other parties thereto (subject
to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the
rights of creditors generally and the availability of equitable remedies);



               (ii) to the Seller’s knowledge, neither the Seller nor Q-Tech is, and, to the Seller’s
knowledge, no other party to the lease or sublease is, in breach or default, in any material
respect, of such lease or sublease;



               (iii) subject to the Permitted Encumbrances, neither the Seller nor Q-Tech has assigned,
transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or
subleasehold;



               (iv) to the Seller’s knowledge, there are no pending or contemplated eminent domain or similar
proceedings pursuant to which any portion of the Leased Property would be acquired for public use;
and



               (v) to the Seller’s knowledge, the improvements on the Leased Property, in all material
respects are in adequate working order for the conduct of the Business as currently conducted,
ordinary wear and tear excepted.



     Section 4.20 Environmental Matters.



          (a) Notwithstanding any other provision of this Agreement, this Section 4.20 contains
the only representations or warranties of the Seller with respect to Environmental Laws or
Environmental Matters (each as defined in paragraph (g) below).



          (b) The Seller has made available for the Buyer’s inspection and review true and complete
copies of all material environmental reports and audits in the possession and control of the
Seller, Q-Tech, or any of their Affiliates relating to the Owned Real Property, the Leased Property
or the Business Unit.



          (c) The Seller and Q-Tech have all material Permits and Governmental Orders currently required
under all Environmental Laws for the proper conduct of the Business Unit (the “Environmental
Permits”). Such Environmental Permits are in full force and effect. Section 



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4.20(c) of the Seller Disclosure Schedule sets forth a list of all such Environmental
Permits and true and complete copies of all such Environmental Permits have previously been
provided to the Buyer by the Seller.




          (d) To the Seller’s knowledge, all Owned Real Property and Leased Property and the Business
Unit is in material compliance with all Environmental Permits and Environmental Laws. Except as
set forth in Section 4.20(d) of the Seller Disclosure Schedule, to the Seller’s knowledge,
neither the Seller, Q-Tech nor the Business Unit has caused or contributed to any Release in
violation of applicable Environmental Law.



          (e) Except as set forth in Section 4.20(e) of the Seller Disclosure Schedule, there
are no Actions concerning any Release, Environmental Laws or Environmental Permits, pending, or to
the Seller’s knowledge, threatened, against the Business Unit or against the Seller with respect to
the Business Unit or its operations or against Q-Tech. Since January 1, 2007, neither the Seller
nor Q-Tech has received any written notice of any Action arising under any Environmental Law.



          (f) None of the properties currently owned, used or operated by the Seller in connection with
the Business Unit or by Q-Tech, are listed or, to the Seller’s knowledge, proposed for listing on
the National Priorities List maintained by the U.S. Environmental Protection Agency, if any, or any
analogous list under state or Chinese Law. There are no material ongoing or, to the Seller’s
knowledge, planned environmental investigations, monitoring removals, remediation or other
Hazardous Materials response actions concerning any such properties. To the Seller’s knowledge,
there has been no material Release at such properties in violation of Environmental Law and there
are no Hazardous Materials present at, on, under, in, about or migrating to or from such
properties, in material violation of any Environmental Laws.



          (g) As used in this Agreement, the following terms have the following meanings:



          “Environmental Matters” means any matter arising out of or relating to the environment
or the production, storage, treatment, handling, use, emission, release, discharge or disposal of
any Hazardous Materials, excluding Laws and regulations relating to workplace safety, such as the
Occupational Safety and Health Act of 1970, as amended.



          “Environmental Laws” means any Law relating to pollution or protection of the
environment enacted and in effect on the date hereof. By way of example and not limitation, the
term “Environmental Laws” shall include (as may have been amended from time to time) the Hazardous
Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation and Liability Act (“CERCLA”), the Clean Water Act, the
Safe Drinking Water Act, the Atomic Energy Act, the Oil Pollution Act, the Safe Drinking Water Act,
the Solid Waste Disposal Act, the Emergency Planning and Community Right to Know Act, the Federal
Insecticide, Fungicide, and Rodenticide Act, the Clean Air Act, all regulations under said
statutes, and all analogous foreign state, provincial and local statutes, regulations and
ordinances, in each case as in effect on the date hereof. For purposes of clarification, (i) the
Environmental Laws applicable to a facility in the United States



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shall be limited to Environmental Laws of the United States and the Environmental Laws of the
states or other jurisdictions in which such facility is located, and (ii) the Environmental Laws
applicable to a facility in China shall be limited to Environmental Laws of China and the
Environmental Laws of the provinces or other jurisdictions in which such facility is located.



          “Hazardous Materials” for the purposes of this Agreement, means any substance or
material that is a hazardous material, hazardous substance, hazardous waste, petroleum (including
crude oil and any fractions thereof as well as waste or used petroleum oils), asbestos, asbestos
containing material, polychlorinated biphenyls and regulated pursuant to any Environmental Laws.



          “Release” means any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, migration, leaching, placing, discarding, dumping or disposing of
any Hazardous Materials into the environment (including the abandonment of barrels, containers or
other closed receptacles containing any Hazardous Materials); provided, however,
that such acts conducted in compliance with applicable Environmental Laws or Environmental Permits
do not, without more, constitute a “Release.”


The parties agree that all matters identified in writing in the Environmental Studies prepared and
delivered to the Buyer, prior to the Closing Date pursuant to Section 6.1(c) and
(d) will be deemed, without any further action by the parties, disclosed by the Seller as
exceptions to each representation in this Section 4.20 (whether or not there currently is a
Seller Disclosure Schedule with respect to such a representation) for all purposes, including
indemnification.




     Section 4.21 Inventory. All of the inventory (including raw materials,
work-in-process and finished goods) of the Business Unit reflected on the Financial Statements was
acquired or produced in the ordinary course of business.



     Section 4.22 Notes and Accounts Receivable. All notes and accounts receivable, including foreign accounts receivable, of the Seller
relating to the Business Unit and of Q-Tech, in each case that are being transferred to the Buyer
pursuant to this Agreement, were acquired in the ordinary course of business from bona fide,
arms-length transactions.



     Section 4.23 Suppliers. As of the date hereof, none of the top 10 suppliers of the
Business Unit, based on total payments by the Business Unit to suppliers during the period from
January 1, 2009 to September 30, 2009, has notified the Seller or Q-Tech in writing that it intends
to materially reduce, cancel or terminate doing business with the Business Unit nor, as of the date
hereof, to the Seller’s knowledge, is any such material reduction, cancelation, or termination
reasonably expected by Seller (except as a result of or related to the transactions contemplated
hereby and the announcement thereof).



     Section 4.24 Customers. None of the top 10 customers of the Business Unit, based on
sales revenue earned by the Business Unit during the period from January 1, 2009 to September 30,
2009, has terminated, materially reduced, or notified the Seller or Q-Tech in writing that it
intends to materially reduce or cease doing business with the Business Unit nor, to the Seller’s
knowledge, is any such material reduction, cancelation, or termination reasonably



19









 







expected by Seller (except as a result of or related to the transactions contemplated hereby and
the announcement thereof). No such customer is an Affiliate of the Seller or Q-Tech.



     Section 4.25 Certain Payments. None of Seller’s or Q-Tech’s directors, officers,
employees or, to the Seller’s knowledge, agents has, in connection with the conduct of the Business
Unit, given any contribution, gift, bribe, payoff, kick-back or other similar benefit, whether in
money or property, to any supplier, customer, governmental employee or other Person, in violation
of Law.



     Section 4.26 Powers of Attorney. Except as set forth in Section 4.26 of the
Seller Disclosure Schedule, there are no outstanding powers of attorney executed on behalf of the
Seller or Q-Tech relating to the Business Unit.



     Section 4.27 Warranty. Section 4.27 of the Seller Disclosure Schedule includes
copies of the standard warranty terms and conditions of sale or lease for Products manufactured,
sold, leased, delivered or serviced by the Seller in connection with the Business Unit or by Q-Tech
(containing applicable guaranty, warranty and indemnity provisions) as in effect on the date
hereof, and for services provided by the Seller in connection with the Business Unit or by Q-Tech.



     Section 4.28 Disclaimer. NEITHER THE SELLER NOR ANY OF ITS AFFILIATES, REPRESENTATIVES
OR ADVISORS HAVE MADE, OR SHALL BE DEEMED TO HAVE MADE, TO THE BUYER ANY REPRESENTATION OR WARRANTY
WITH RESPECT TO THE BUSINESS UNIT, THE ASSETS OF Q-TECH, THE U.S. ASSETS, THE CHINA EQUITY CAPITAL
OR THE ASSUMED LIABILITIES OR RETAINED LIABILITIES, OTHER THAN THOSE SET FORTH IN THIS AGREEMENT
AND THE ANCILLARY DOCUMENTS AND THERE ARE NO CONDITIONS OF THE PARTIES TO CLOSE THE TRANSACTIONS
CONTEMPLATED HEREBY OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND, WITH RESPECT TO
THE CHINA CLOSING DATE, THE EQUITY PURCHASE AGREEMENT.



ARTICLE V




REPRESENTATIONS AND WARRANTIES OF THE BUYER




     The Buyer hereby represents and warrants to the Seller except as otherwise set forth in the
disclosure schedule delivered by the Buyer to the Seller concurrently herewith (the “Buyer
Disclosure Schedule”) and identifying the section or subsection of this Agreement to which such
exception applies (provided that information disclosed in any paragraph of the Buyer
Disclosure Schedule shall qualify other paragraphs in this Agreement to the extent it is reasonably
clear from the disclosure that such disclosure is applicable to such other paragraphs), as follows:



     Section 5.1 Organization and Good Standing. Each of the Buyer and the Chinese Buyer is
an entity duly organized, validly existing and in good standing (where applicable) under the laws
of the jurisdiction of its organization and has all requisite corporate or similar power and
authority to own, lease, and operate the properties and assets it currently owns or leases and to



20









 







carry on its business as it is currently conducted. Each of the Buyer and the Chinese Buyer is
duly licensed or qualified to do business as a foreign entity and is in good standing in all
jurisdictions in which the character of the properties and assets now owned or leased by it or the
nature of the business now conducted by it requires it to be so licensed or qualified, except, in
each case, where the failure so to be so qualified, licensed or in good standing would not,
individually or in the aggregate, materially hinder, impair or delay the consummation of the
transactions contemplated hereby (a “Buyer Material Adverse Effect”).



     Section 5.2 Corporate Authority and Approval. Each of the Buyer and the Chinese Buyer
has all requisite power and authority to enter into, and perform its obligations under, this
Agreement and the Ancillary Documents to which it is a party and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary
Documents to which it is a party by the Buyer and the Chinese Buyer, the performance by the Buyer
and the Chinese Buyer of their respective obligations hereunder and thereunder, and the
consummation by the Buyer and the Chinese Buyer of the transactions contemplated hereby and thereby
have been duly authorized by all requisite corporate or similar action on the part of the Buyer and
the Chinese Buyer. This Agreement has been, and at the Closing, the Ancillary Documents will have
been, duly executed and delivered by the Buyer and the Chinese Buyer, as applicable, and (assuming
the valid authorization, execution, and delivery of this Agreement and the Ancillary Documents by
the Seller and the Parent) constitute (in the case of the Ancillary Documents upon execution and
delivery by the Parent and the Seller party thereto at Closing) valid and binding obligations of
the Buyer and the Chinese Buyer enforceable against such parties in accordance with their terms,
except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar Laws relating to or affecting creditors’ rights
generally and to general principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).



     Section 5.3 Consents. No material Governmental Approval is required in connection with
the execution, delivery and performance by the Buyer of this Agreement or by the Buyer and the
Chinese Buyer of the Ancillary Documents to which they are a party or the taking by them of any
other action contemplated hereby or thereby (excluding Governmental Approvals, if any, which the
Seller is required to obtain or make, as to which no representations or warranties are made),
except for those required under the HSR Act and approval of the transfer of China Equity Capital by
the relevant China authorities as set forth in Section 4.3 of the Seller Disclosure
Schedule.



     Section 5.4 No Conflicts. The execution and delivery of, and performance by the Buyer
of its obligations under, this Agreement and by the Buyer and the Chinese Buyer of their respective
obligations under the Ancillary Documents to which they are a party and the consummation by the
Buyer and the Chinese Buyer of the transactions contemplated hereby and thereby will not, with or
without the giving of notice or the lapse of time, or both, subject to obtaining any Governmental
Approvals referred to in Section 4.3 and Section 5.3, (a) violate in any material
respect any provision of the organizational documents of the Buyer or the Chinese Buyer, (b)
violate in any material respect any Governmental Order applicable to the Buyer or the Chinese
Buyer, or (c) result in a material breach of any Contract to which the Buyer or the Chinese Buyer
is a party.



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     Section 5.5 Funds Available. The Buyer has (and at the Closing will have) sufficient funds to
enable it to pay the Base Purchase Price, to pay and discharge when due the Assumed Liabilities and
otherwise to consummate the transactions contemplated by this Agreement.



     Section 5.6 Litigation. There are no Actions pending or, to the Buyer’s knowledge,
threatened against the Buyer or the Chinese Buyer (a) with respect to which there is a reasonable
likelihood of a determination that, individually or in the aggregate, would have a Buyer Material
Adverse Effect or (b) that seeks to enjoin or obtain damages in respect of the consummation of the
transactions contemplated hereby.



     Section 5.7 Buyer’s Financial Status. The Buyer has the financial ability to
consummate the transactions contemplated in this Agreement on a timely basis without any financing
contingency.



     Section 5.8 Fees. The Buyer and the Chinese Buyer have no liability or obligation to
pay any fee or commission to any broker, finder or intermediary in connection with the transactions
contemplated hereby for which the Seller could become liable or obligated.



     Section 5.9 Investment Interest. The Chinese Buyer is acquiring the China Equity
Capital for its own account for investment purposes only and not with a view to, or for sale or
resale in connection with, any distribution within the meaning of Section 2(11) of the United
States Securities Act of 1933, as amended (the “Securities Act”). The Chinese Buyer
understands that the China Equity Capital is characterized as “restricted securities” under the
federal securities laws inasmuch as they are being acquired from the Seller in a transaction not
involving a public offering and that under such laws and applicable regulations such securities may
be resold without registration under the Securities Act only in certain limited circumstances.



ARTICLE VI




PRE-CLOSING COVENANTS




     Section 6.1 Access to Information.



          (a) Between the date hereof and the Closing Date, (i) the Seller shall work with the Buyer and
its accountants, attorneys and other authorized agents to complete their due diligence examination
and investigation of the Business Unit as promptly as reasonably possible, but in a manner so as
not to interfere with the operation of the Business Unit and that is in compliance with applicable
Law, (ii) the Buyer and its representatives will be allowed access to the books, records, contracts
and financial records of the Business Unit for the purpose of completing such due diligence review
through an electronic data room to be created by the Seller; (iii) the Business Unit’s auditors,
attorneys and other consultants of the Business Unit shall be made available for the purpose of
completing such due diligence review; and (iv) the Seller shall permit the Buyer access to the
facilities of the Business Unit, Employees (including, without limitation, representatives of any
union currently representing such Employees) and certain key personnel of the Business Unit at
reasonable times as agreed in advance by the Seller and the Buyer.



22









 





          (b) In no event shall the Buyer, its Affiliates or their employees, representatives or agents
have any contact with any customer, supplier, employee or agent of the Seller, Q-Tech or the
Business Unit with respect to the transactions contemplated by this Agreement unless such contact
is conducted in compliance with applicable Law and is arranged through and approved in advance by
Parent’s employees Milt Childress or Chris O’Neal. The Buyer shall cause any such contact to
comply with any reasonable restriction imposed by the Seller, including the requirement that a
representative of the Seller be present during any such communication.



          (c) The Buyer shall be entitled, at its sole cost and expense, to have the Owned Real Property
and Dixon, California Leased Property and the China Leased Property surveyed and to conduct
physical inspections (but not invasive testing, sampling or any other similar procedures, without
the Seller’s prior written consent which will not be unreasonably withheld or delayed and subject
to a written access agreement to be agreed by the parties) of the Owned Real Property and the
Dixon, California Leased Property and the China Leased Property, and the improvements located
thereon, at times that are reasonably acceptable to the Seller; provided, however,
that the Seller expressly consents to the invasive testing at such Owned Real Property or Dixon,
California Leased Property and the China Leased Property pursuant to protocols as mutually agreed
by the Buyer and the Seller (which protocols shall be sufficient to permit the finalization of such
studies by the Final Environmental Studies Delivery Date as provided in Section 12.2(g) and
pursuant to environmental sampling and data compilation procedure and scope which, at a minimum,
shall include such procedures and scope as are in conformity with, or, if the Buyer and the Seller
otherwise agree, the functional equivalent of, generally accepted standards of Phase I and Phase II
environmental studies) (the “Environmental Studies”). The Buyer shall provide not less
than three Business Days prior notice to Seller of each proposed entry upon any such property and
coordinate scheduling with Seller. Buyer shall indemnify, defend and hold harmless the Seller and
its employees, agents and representatives, from and against any and all liabilities, costs and
damages arising from any activities of the Buyer or its employees, agents or representatives in
connection with diligence on the Owned Real Property or Dixon, California Leased Property and the
China Leased Property prior to the Closing Date. The Buyer and Seller shall use commercially
reasonable efforts promptly after the date hereof to develop mutually acceptable procedures and
protocols to produce the Final Environmental Studies.



          (d) The Buyer shall promptly provide the Seller with a draft of every Environmental Study
prior to the finalization of such Environmental Study, and shall permit the Seller sufficient time
to review and comment on such drafts prior to finalization, provided the Seller shall provide such
comments within five Business Days of receipt. The Buyer shall not unreasonably refuse to
incorporate the Seller’s comments or corrections in any final Environmental Study, provided that
such comments from the Seller shall be deemed accepted by the Buyer if the Buyer does not object to
such comments within five Business Days of receipt. Upon conclusion of such review and comment
period between the Buyer and the Seller, the Buyer shall promptly finalize and deliver to the
Seller a copy of each final Environmental Study (the “Final Environmental Studies”). In no
event shall the Buyer have any right to deliver any Final Environmental Study after the earlier of
the Closing Date or the Final Environmental Study Delivery Date. Any Environmental Matter
identified in the Final Environmental Studies that either is (a) reasonably likely to be a
violation of Environmental Law and such violation of



23









 







Environmental Law was caused by the Seller or any of its Affiliates or, assuming the Seller is
currently the owner or the operator of such real property, a violation for which the Seller would
be responsible to remedy under applicable Law or (b) reasonably likely to be a violation of
Environmental Law and such violation of Environmental Law materially and adversely affects the
operation of the Business Unit as operated on the Closing Date, in the case of United States real
property and the China Closing Date, in the case of China real property, shall be an “Interim
Period Environmental Issue” and shall be a Retained Liability hereunder (except to the extent
the Closing occurs following the exercise by the Seller of its right to cap its aggregate liability
for any Response Actions to the Response Action Cap pursuant to Section 14.1(g), in which
case, such Interim Period Environmental Issues shall become Assumed Liabilities to the extent of
any obligations or liabilities in excess of the Response Action Cap).



          (e) Any investigation by the Buyer shall be conducted in such a manner as not to interfere
unreasonably with the normal operations of the Business Unit, in accordance with any
confidentiality requirements of the Seller and in accordance with applicable Law.



     Section 6.2 Operation of the Business Unit. Except as contemplated by this Agreement
or as indicated on Section 6.2 of the Seller Disclosure Schedule, during the period from
the date hereof to the Closing Date and with respect to Q-Tech, the China Closing Date, the Seller
and the Parent shall use commercially reasonable efforts to, and shall cause Q-Tech to, use
commercially reasonable efforts to conduct the business of the Business Unit only in the ordinary
course of business consistent with past practices, and use commercially reasonable efforts (which
shall not require payments of money to third parties outside of the ordinary course of business) to
preserve intact the Business Unit and related relationships with distributors, customers,
suppliers, and other third parties, and keep available the services of the present Business Unit
Employees. Without limiting the generality of the foregoing, except as otherwise contemplated by
the Agreement or as described in Section 6.2 of the Seller Disclosure Schedule, between the
date hereof and the Closing Date and, with respect to Q-Tech, the China Closing Date, as
applicable, without the prior written consent of the Buyer, which consent shall not be unreasonably
withheld or delayed, and the granting of which shall comply with applicable Law, the Seller and the
Parent, with respect to the Business Unit, shall not and shall cause Q-Tech not to:



               (i) make any change in the outstanding capital stock of Q-Tech or the Seller or the
certificate of incorporation or bylaws, or similar organizational documents of Q-Tech or the
Seller;



               (ii) terminate (other than by expiration) or enter into any Material Contract or cancel,
modify or waive any material debts or claims held by the Seller with respect to the Business Unit
or Q-Tech or waive any rights material to the Business Unit (other than those that are Excluded
Assets);



               (iii) knowingly do any act, or knowingly omit to do any reasonable act, that will cause a
material breach or default in any of the Material Contracts;



               (iv) mortgage, pledge or grant a security interest in any of the U.S. Assets, the assets of
Q-Tech or the China Equity Capital;



24









 





               (v) acquire, lease, sell, transfer or otherwise dispose of any asset, except for acquisitions,
leases, sales, transfers and dispositions, in each case, in the ordinary course of business
consistent with past practices and in any event not exceeding USD 150,000, except for purchase and
sales orders in the ordinary course;



               (vi) make any change to or increase the compensation paid (other than periodic raises in the
ordinary course of business not exceeding the budgeted increases set forth in Section 6.2
of the Seller Disclosure Schedule, or as may be required under the Contracts existing as of the
date hereof) or benefits offered by the Seller or Q-Tech to any of the Business Unit Employees
other than with respect to the Retained Employees and other than pursuant to the Retention
Agreements;



               (vii) maintain insurance coverage at levels consistent with presently existing levels so long
as such insurance is available at commercially reasonable rates;



               (viii) (a) make, change or revoke any Tax election, (b) file any amendment to a Tax Return,
(c) adopt or change in any material respect any Tax accounting method, (d) prepare any Tax Returns
which include the income or assets of Q-Tech in a manner which is not consistent in all material
respects with the past practice of the treatment of the items relating to Q-Tech and the Seller, or
(e) enter into any settlement or closing agreement with a taxing authority, in each case except to
the extent (1) required by applicable Law, (2) such item does not relate to either of Q-Tech or the
Seller, or (3) as would not affect the amount of Tax for which the Buyer is otherwise responsible
for pursuant to this Agreement;



               (ix) plan, announce, implement or effect any reduction in force, lay-off, early retirement
program, severance program or other program or effort concerning the termination of employment of
Business Unit Employees (other than routine employee terminations for cause or due to poor
performance);



               (x) hire any new Business Employee with an annual base salary and annual target bonus
opportunity in excess of USD 100,000 in the aggregate; or



               (xi)enter into any agreement to do any of the foregoing.



     Section 6.3 Filings and Approvals.



          (a) The Seller and the Parent shall use reasonable best efforts to make, as promptly as
practicable after the date of this Agreement but no later than January 5, 2010, all filings
required by Law to be made by it to consummate the transactions contemplated hereby (including all
filings under the HSR Act). Between the date of this Agreement and the Closing Date, the Seller
shall cooperate with the Buyer with respect to all filings that the Buyer is required by Law to
make in connection with the transactions contemplated hereby.



          (b) The Buyer shall use reasonable best efforts to make, as promptly as practicable after the
date of this Agreement but no later than January 5, 2010, all filings required by Law to be made by
it to consummate the transactions contemplated hereby (including all filings under the HSR Act).
Between the date of this Agreement and the Closing Date, the Buyer



25









 







shall cooperate with the Seller with respect to all filings that the Seller is required by Law to
make in connection with the transactions contemplated hereby.



          (c) The Buyer and the Seller shall each request early termination of the applicable waiting
period under the HSR Act.



          (d) Without limiting the foregoing, the Seller and the Buyer shall each use all reasonable
best efforts to resolve any objections asserted by any Governmental Authority challenging the
transactions contemplated by this Agreement as violative of any Law. Such reasonable best efforts
shall include an obligation by the Buyer to divest or hold separate any product line or business if
necessary in order to cause the expiration or termination of the applicable waiting periods under
the HSR Act or to obtain the relevant approvals under the HSR Act or any other competition or
merger control Laws or to resolve or settle any objection or litigation of any Governmental
Authority or to have lifted, vacated, reversed or overturned any Governmental Order;
provided that the Buyer specifically shall not be required to so divest or hold separate
any product line or business or to otherwise take any similar actions that would cause the HSR
Commitment to exceed USD 5,000,0000. If efforts to resolve any objections are unsuccessful and any
Governmental Authority institutes any Action challenging any transaction contemplated by this
Agreement as violative of any Law, the Seller and the Buyer shall cooperate with each other and use
reasonable best efforts to contest and resist vigorously any such Action and to have vacated,
lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary,
preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation
of any such transactions and the Buyer shall reimburse the Seller, Q-Tech and the Parent for all
out-of-pocket expenses incurred by either of them in connection with any such Action or in
connection with any request for additional information or documentary material pursuant to HSR Act
Section 18a(e)(1)(a) from any Governmental Authority; provided, however, that the Buyer shall only
be responsible to reimburse the Seller for the attorneys’ fees of any legal counsel jointly engaged
by the Buyer and the Seller.



     Section 6.4 No Negotiation. Until such time, if any, as this Agreement is terminated
pursuant to ARTICLE XIV, the Seller and the Parent shall refrain, and shall cause each of
their Affiliates to refrain from, either directly or indirectly, soliciting offers from,
negotiating or entering into agreements with, any Person (other than the Buyer) to acquire, lease
or license all or any part of the Business Unit, and from offering all or any part of the Business
Unit to, any Person (other than the Buyer) other than as expressly permitted in Section
6.2, and from providing to any such Person (other than the Buyer) access to the Business Unit’s
properties, books, records, financial statements, contracts and documents.



     Section 6.5 Confidentiality; No Hire. The Seller, the Buyer and the Parent agree that
the Confidentiality Agreement dated February 10, 2009 between the Buyer and the Parent (the
“Confidentiality Agreement”) shall remain in full force and effect and binding upon the
Seller and the Buyer (a) at all times prior to the Closing and (b) after any termination of this
Agreement, and each agrees to comply with the terms of such Confidentiality Agreement. From the
date hereof until November 18, 2011, the Buyer shall not hire (except upon the Closing) the
Business Unit’s president or any of his direct reports. From the date hereof until May 18, 2011,
the Buyer shall not hire (except upon the Closing) any other employee of the Business Unit
identified in the materials provided by the Seller with respect to the Business Unit or with whom



26









 







the Buyer or its representatives have come into contact in connection with the due diligence
process or the transactions contemplated hereby, provided however that hiring any such employees
shall not constitute a violation of the foregoing restriction if such hiring is a result of general
solicitations for employment.



     Section 6.6 Efforts to Satisfy Closing Conditions. Between the date hereof and the
Closing Date, (a) the Seller shall use commercially reasonable efforts to obtain the consents
necessary to assign each Material Contract and the consents set forth in Section 6.6 of the
Seller Disclosure Schedule, and the Buyer agrees to reasonably cooperate with the Seller in
obtaining any such consent (provided that neither party shall be required to pay any amounts in
order to obtain such consents), and (b) the parties shall otherwise use reasonable best efforts to
cause the conditions in ARTICLE XII to be satisfied on or before the Closing Date. With
respect to the preceding subsection (a) the Seller’s efforts shall include communicating with the
landlord of the Dixon, California leased premises, with regard to assignment of that lease and the
appropriate form of assignment promptly after the date hereof, and not unreasonably withholding or
delaying the Seller’s agreement to any terms of such assignment provided by the landlord that are
consistent with the terms of such lease existing on the date hereof.



     Section 6.7 Cooperation. The parties hereto shall generally cooperate with each other
and do such other acts and things in good faith as may be reasonable, necessary or appropriate
timely to effectuate the intent and purposes of this Agreement and the consummation of the
transactions contemplated hereby. Without limiting the generality of the foregoing, Seller and
Parent shall and shall cause Q-Tech to cooperate with the Buyer and the Chinese Buyer to obtain the
China Approvals.



     Section 6.8 Zhang Retention Agreement. The Buyer and the Seller shall use
commercially reasonable efforts to obtain the execution and delivery by Jordan Zhang on a retention
or employment agreement in substantially the form exchanged between the Buyer and the Seller most
recently to the date hereof. If on the China Outside Date the China Closing has not occurred, the
Buyer shall promptly reimburse Q-Tech for amounts paid to Jordan Zhang pursuant to such agreement
(as agreed by the parties hereto) by Q-Tech (without regard to any amendment thereto, unless
consented to by the Chinese Buyer).



ARTICLE VII




POST-CLOSING COVENANTS OF THE SELLER AND PARENT




     The Seller and the Parent hereby covenant and agree with the Buyer as follows:



     Section 7.1 Noncompetition. In the event of the Closing, then for a period of four (4) years after the Closing Date
(the “Noncompete Period”), the Parent shall not, and shall cause its controlled affiliates
not to, sell, manufacture or distribute any of the Products set forth in Section 7.1 of the
Seller Disclosure Schedule (the “Competitive Products”) to customers anywhere in the world;
provided that the foregoing restriction shall not restrict either the Parent or any of its
controlled Affiliates from acquiring or combining with a business that provides, sells,
manufactures or distributes Competitive Products (or providing, selling, manufacturing or
distributing Competitive Products as a result of such acquisition or combination), so long as the



27









 







sale of Competitive Products does not exceed 20% of the net annual sales of the acquired business
as of the date of acquisition or combination. Notwithstanding the foregoing, the Parent or any of
its controlled Affiliates may acquire or combine with a business or Person that has sales of
Competitive Products exceeding 20% of its net annual sales if the Parent or such controlled
Affiliate, as applicable, uses commercially reasonable efforts to divest the portion of such
business that sells such Competitive Products within two (2) years after its acquisition.
Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this
Section 7.1 shall not prohibit either the Parent or any of its controlled Affiliates from
(i) conducting any business conducted by such Person as of the date of this Agreement (other than
the business conducted by the Business Unit), including, specifically, the business of the Seller’s
Compressor Products International (CPI) business; (ii) selling any Competitive Product after such
time as the Buyer (including its successors and assigns with respect to the Business Unit) ceases
to sell or attempt to sell such Competitive Product; (iii) holding or having an economic,
non-controlling interest in up to five percent (5%) of the outstanding issued share capital of a
company listed on any recognized national stock exchange; or (iv) at the request of the Buyer,
fulfilling for the benefit of the Buyer or on its behalf any obligation pursuant to this Agreement
or any agreement to be entered into pursuant to this Agreement. The obligations of the Parent and
its controlled Affiliates pursuant to this Section 7.1 shall terminate: (A) as to any such
Affiliate, at such time as such Person ceases to be a controlled Affiliate of the Parent; (B) as to
any transferee of the Parent or any of its controlled Affiliates that purchases a business or
division of the Parent or any of its controlled Affiliates, upon the closing of such purchase; and
(C) in the event of a change in control of the Parent that would be required to be reported under
Item 5.01 of Form 8-K under the Securities Exchange Act of 1934, as amended. The parties agree,
because damages would be an inadequate remedy, that a party seeking to enforce this Section
7.1 may be entitled to specific performance and injunctive relief as remedies for any breach
thereof, in addition to other remedies available at law or in equity.



     Section 7.2 Nonsolicitation of Hired Employees. For the period beginning on the
Closing Date and ending on the second anniversary of the Closing Date, neither the Parent nor any
of its Affiliates shall solicit the employment of or employ any Hired Employee or any employee of
Q-Tech as of the Closing Date, or engage any Hired Employee or any employee of Q-Tech as of the
Closing Date as an independent contractor; provided that the foregoing shall not prevent
the Parent or any of its Affiliates from interviewing or hiring a Hired Employee or an employee of
Q-Tech (i) who has responded to a job posting or advertisement in a publication of general
circulation or a job-posting website, so long as such posting or advertisement is not specifically
directed at or provided to the Hired Employees, (ii) whose employment with the Buyer is terminated
for any reason (other than for cause) or (iii) with the Buyer’s prior written consent.



     Section 7.3 Modification of Covenants. If a final judgment of a court or tribunal of
competent jurisdiction determines that any term or provision contained in Sections 7.1 and
7.2 is invalid or unenforceable, then the parties agree that the court or tribunal will
have the power (i) to reduce the scope, duration or geographic areas of the term or provision, (ii)
to delete specific words or phrases and/or (iii) to replace any invalid or unenforceable term or
provision with a term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision. The Seller and the
Parent acknowledge that Sections 7.1 and 7.2 are reasonable and necessary to
protect and preserve the Buyer and its



28









 







Affiliates’ legitimate business interests and the value of the U.S. Assets and Q-Tech and to
prevent any unfair advantage conferred on the Seller and the Parent and/or their Affiliates.



     Section 7.4 China Approval. If the China Approval is not obtained prior to the
Closing, the Closing shall nonetheless take place and, thereafter, the Parent and the Buyer shall
cooperate in any lawful and reasonable arrangement reasonably proposed by the Buyer (not including
the payment of any consideration) under which the Buyer shall obtain the economic claims, rights
and benefits under, and shall bear all the costs, liabilities and burdens with respect to, the
operation of Q-Tech (the equity ownership of which shall not be transferred to the Chinese Buyer
until the China Closing Date and shall be held separate by the Parent until the China Approval is
received at which time it shall be transferred to the Chinese Buyer); provided that the Buyer shall
pay or satisfy all the costs, expenses, obligations and liabilities incurred by Q-Tech in
connection with any such alternative arrangements (other than legal fees incurred by the Parent and
Q-Tech in connection with documenting and negotiating such arrangement, which shall be borne by the
Parent). Notwithstanding the provisions of the previous sentence, no cash or other consideration
will be transferred between Q-Tech and the Parent, on one hand, and the Buyer and the Chinese
Buyer, on the other hand, as contemplated in the previous sentence until the China Closing Date.
During the period between Closing and the China Closing Date, the parties further agree to operate
Q-Tech in accordance with the terms set forth in Section 7.4 of the Seller Disclosure
Schedule. In the event the failure to obtain the China Approval is the result of a failure by a
party hereto to perform any covenants or agreements in this Agreement in connection with obtaining
the China Approval, the non-defaulting party shall retain all its indemnity and other rights set
out in this Agreement with respect to such failure to perform its agreements hereunder. If at any
time, the Buyer, in its reasonable discretion determines that the China Approval is not obtainable
with commercially reasonable efforts, and that the business of Q-Tech can be effectively
transferred to the Buyer through the transfer of assets and the assumption of liabilities of
Q-Tech, the Parent shall, upon the request of the Buyer, cooperate with all of the Buyer’s
reasonable directives in that regard so as to effectively convey, directly or beneficially, the
business of Q-Tech to the Chinese Buyer.



     Section 7.5 Further Assurances. From and after the Closing, upon reasonable request
of the Buyer or the Chinese Buyer, and at the Buyer’s or Chinese Buyer’s expense, the Seller and
the Parent shall do, execute, acknowledge and deliver all such further acts, assurances, deeds,
assignments, transfers, conveyances, and other instruments and papers as may be reasonably required
to assign, transfer, convey and deliver to and vest in the Buyer ownership of the U.S. Assets, the
China Equity Capital and the assets of Q-Tech consistent with the terms of this Agreement.



     Section 7.6 Payment by Chinese Buyer. The Chinese Buyer will exercise its best
endeavors to obtain the approvals required in order to pay the China Base Purchase Price Amount and
China Cash Payment to the Parent as soon as allowed by Law after the China Closing Date.



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ARTICLE VIII




POST-CLOSING COVENANTS OF THE BUYER




     The Buyer hereby covenants and agrees with the Seller as follows:



     Section 8.1 Preservation of Books and Records.



          (a) For a period ending upon the later of (i) six years from the end of the calendar year in
which the Closing occurs or (ii) the expiration of any applicable statute of limitations, including
any extensions thereof (the “Information Maintenance Period”):



               (i) The Buyer shall not dispose of or destroy any of the books and records included in the
U.S. Assets and shall cause Q-Tech not to dispose or destroy any of the books and records included
in the assets of Q-Tech relating to periods prior to the Closing (“Books and Records”)
without first offering to turn over possession thereof to the Seller by written notice to the
Seller at least 90 days prior to the proposed date of such disposition or destruction.



               (ii) The Buyer shall allow the Seller and its agents access to all Books and Records on
reasonable notice and at reasonable times at the principal places of the Business Unit or at any
location where any Books and Records are stored, and the Seller shall have the right, at its own
expense, to make copies of any Books and Records; provided, however, that any such
access or copying shall be had or done in such a manner so as not to unduly interfere with the
normal conduct of the Buyer’s businesses.



               (iii) The Buyer shall make available to the Seller upon written request (A) the Buyer’s
personnel to assist the Seller in locating and obtaining any Books and Records, and (B) any of the
Buyer’s personnel whose assistance or participation is reasonably required by the Seller or any of
its Affiliates in anticipation of or preparation for, or for depositions or testimony in, existing
or future Actions or other matters in which the Seller or any of its Affiliates are involved. The
Seller shall reimburse the Buyer for the reasonable out-of-pocket expenses incurred by it in
performing the covenants contained in this Section 8.1(a)(iii).



               (iv) The Seller shall allow the Buyer and its agents to access any of the books and records,
including, without limitation, any Tax Returns and information and documentation in support
thereof, that relate directly or indirectly to the Business Unit in the Seller’s possession, on
reasonable notice and at reasonable times at any location where such books and records are stored
and the Buyer shall have the right, at its own expense, to make copies of such books and records;
provided, however, that any such access or copying shall be had or done in such a manner so as to
not unduly interfere with the normal conduct of the Seller’s business. The Seller shall not
dispose of or destroy any such books and records without first offering to turn over possession
thereof to the Buyer by written notice to the Buyer at least 90 days prior to the proposed date of
such disposition or destruction. The provisions of this Section 8.1(a)(iv) shall not apply
to the matters addressed by Section 13.3 of the Seller Disclosure Schedule or the records
related thereto.



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          (b) Provided that the Seller notifies the Buyer in writing prior to the expiration of the
Information Maintenance Period, the Information Maintenance Period shall be extended in the event
that any Action has been either commenced or is pending against the Seller or its Affiliates with
respect to the Business Unit or threatened at the termination of such Information Maintenance
Period, and such extension shall continue until any such Action has been settled through judgment
or otherwise or is no longer pending or threatened.



     Section 8.2 Use of the Seller’s Names or Reputation. Except as specifically set forth herein, the Buyer and its Affiliates shall not operate the
Business Unit utilizing, based on or taking advantage of the trademarks, tradenames, servicemarks,
or the name, reputation or corporate goodwill of the Parent, the Seller or any of its Affiliates
(including, but not limited to, the names “EnPro” and “Coltec”), except for the limited purposes of
the sale and use of products and related literature in existence as of the Closing Date and
otherwise for a reasonable period as may be necessary for the Buyer to remove the Seller’s names
(not included in the U.S. Assets) from use in and by the Business Unit, which the Buyer will
accomplish as soon as is reasonably practicable, but no later than 180 days after the Closing Date.



     Section 8.3 Performance Bonds and Guarantees.



          (a) Prior to the Closing, the Buyer agrees to use commercially reasonable efforts to cause the
Seller to be relieved of the performance bonds, surety bonds, bank guarantees, letters of credit
and/or corporate guarantees relating to the Business Unit as listed in Section 8.3 of the
Seller Disclosure Schedule (or in the case of corporate guarantees, the Buyer itself), in each case
reasonably satisfactory to the Seller, to replace (or, to the extent required, as described above,
to collateralize) any performance bonds, surety bonds, bank guarantees, letters of credit and/or
corporate guarantees given by the Seller or any of its Affiliates in respect of the Business Unit
(in each case, or portions thereof) remaining outstanding on the Closing Date with respect to which
the Seller or any of its Affiliates will have any liability after the Closing. To the extent that
the Seller and its Affiliates are not absolutely and unconditionally relieved of all such
liabilities and obligations on or prior to the Closing Date, the Buyer agrees to continue to take
any and all commercially reasonable actions necessary to absolutely and unconditionally relieve the
Seller and its Affiliates of all such liabilities and obligations as promptly as practicable after
the Closing Date and in any event shall indemnify and hold harmless the Seller in connection with
any damage or liability suffered by it in connection with any such obligation not released on or
before the Closing Date, except for the Retained Liabilities.



          (b) To the extent the Buyer was not notified prior to Closing by the Seller of any performance
bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees required to be
replaced or collateralized in accordance with Section 8.3(a), the Buyer shall use
commercially reasonable efforts to replace or collateralize any such performance bonds, surety
bonds, bank guarantees, letters of credit and/or corporate guarantees as promptly as practicable
following notification of the existence of any such performance bonds, surety bonds, bank
guarantees, letters of credit and/or corporate guarantees so as to absolutely and unconditionally
relieve Seller and its Affiliates of all liabilities and obligations thereunder and in any event
shall indemnify and hold harmless the Seller in connection with any damage or liability suffered by
it in connection with any such obligation not released on or before the Closing Date.



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     Section 8.4 Waiver of Bulk Sales Act. The Buyer and the Seller waive compliance with
any applicable bulk sale or bulk transfer law or other analogous legislation in force in any
jurisdiction of the United States in which the U.S. Assets are located. The Seller shall be
responsible for any liability resulting from its failure to comply with any such sale or bulk
transfer law.



     Section 8.5 Air Perfection. The Seller shall fulfill its obligations under the Air
Perfection Escrow Agreements pursuant to the terms thereof, and the obligation to pay the retention
amounts to which the Air Perfection Escrow Agreements relate shall be a Retained Liability. In the
event the Air Perfection Employees agree in a writing, a copy of which has been received by the
Buyer, to satisfy the Air Perfection Indemnity Claims by releasing a portion of the escrow
thereunder to the Seller, the Seller shall have the right to do so in accordance with such writing
and the retention amounts owed by the Seller to such Air Perfection Employees pursuant to the Air
Perfection Escrow Agreements shall be reduced by the amount consented to by the Air Perfection
Employees in such writing. The Seller shall authorize payment under the Air Perfection Escrow
Agreement on May 23, 2010 pursuant to the terms thereof and the rights to any remaining escrow
amount (after any indemnity release mentioned in the preceding sentence), including the escrow
funds, not payable to the Air Perfection Employees shall be the property of the Buyer and the
Seller shall release the same to the Buyer to the extent it has the right to do so pursuant to the
Air Perfection Escrow Agreement.



ARTICLE IX




FURTHER COVENANTS OF THE PARTIES




     Section 9.1 Nonassignable Contracts and Permits.



          (a) Nothing in this Agreement shall be construed as an attempt to assign to the Buyer any
Contract, Environmental Permit or Permit which is by Law or its terms nonassignable or the
assignment of which would constitute a violation of Law or Contract.



          (b) If, as of the Closing, an attempted assignment of any Contract related to the Business
Unit would be ineffective or would affect either the Seller’s rights thereunder so that the Buyer
would not in fact receive all such rights, the Seller shall cooperate with the Buyer in a mutually
acceptable arrangement, at the Seller’s cost, to provide for the Buyer the benefit (including the
economic benefit) of such Contract (other than legal title). If and so long after the Closing as
such assignment shall not have been made, the Seller shall (i) to the extent that such action shall
not result in violation of such Contract, transfer to the Buyer all assets and rights, including
all monies, received in respect of such Contract, to the extent the same would otherwise have been
U.S. Assets, and hold such Contract in trust for the Buyer, and (ii) to the extent that the
provisions of clause (i) above are not sufficient to transfer all of the benefits (including the
economic benefit) of such Contract (other than legal title), or any such Contract has been
cancelled as a result of the attempted assignment, take such actions (which, without limitation,
may include entering into subcontracting arrangements with the Buyer) as are commercially
reasonable to provide all of the benefits (or the equivalent thereof, including the economic
benefit) of such Contract (other than legal title), to the extent the same would



32









 







otherwise have been U.S. Assets to the Buyer. With respect to any transfer, subcontract or
assignment of the Contracts made to the Buyer by the Seller hereunder, the Buyer hereby agrees to
assume, perform, discharge when due, and indemnify the Seller from and against all obligations and
liabilities of the Seller with respect to the applicable underlying Contract. Nothing in this
Section 9.1 shall be deemed to limit the Buyer’s assumption of the Assumed Liabilities with
respect to any Contract.



          (c) The Buyer shall obtain, at its own expense, on or prior to the Closing (or as soon
thereafter as practicable), all non-assignable material Permits and all non-assignable material
Environmental Permits required by any Governmental Authority with respect to the U.S. Assets,
Q-Tech or the Business Unit, in each case, without any guaranty or liability of the Seller with
respect thereto, whether material or immaterial. Subsequent to the Closing, the Seller shall have
the right to cancel any such non-assignable Permits and Environmental Permits and bonds or
guarantees related thereto which are applicable to the U.S. Assets, Q-Tech or the Business Unit but
are unable to be assigned within 180 days following the Closing.



     Section 9.2 Conduct of Litigation..



          (a) The Buyer shall cooperate fully with the Seller in the prosecution or defense of any
Action involving the Business Unit arising out of or relating to the Retained Liabilities or
Excluded Assets, and shall consult and confer with the Seller with respect thereto, at no cost to
the Seller, other than reimbursement of the Buyer’s out-of-pocket expenses; provided, however, that
this Section 9.2 will not limit in any way the Buyer’s rights of indemnification pursuant
to ARTICLE XIII.



          (b) The Seller shall cooperate fully with the Buyer in the prosecution or defense of any
Action involving the Business Unit arising out of or relating to the Assumed Liabilities, China
Equity Capital or U.S. Assets, and shall consult and confer with the Buyer with respect thereto, at
no cost to the Buyer, other than reimbursement of the Seller’s out-of-pocket expenses; provided,
however, that this Section 9.2 will not limit in any way the Seller’s rights of
indemnification pursuant to ARTICLE XIII.



          (c) Each party shall make available to the other parties upon written request (i) personnel to
assist the other parties in locating and obtaining any Books and Records in such party’s
possession, and (ii) any of such party’s personnel whose assistance or participation is reasonably
required in anticipation of or preparation for, or for depositions or testimony in, existing or
future Actions or other matters in which a party or any of its Affiliates are involved. The party
whose personnel is used pursuant to this Section 9.2(c) will be reimbursed by the party
using such personnel for the reasonable out-of-pocket expenses incurred by it in performing the
covenants contained in this Section 9.2(c).



          (d) The provisions of this Section 9.2 shall not apply to disputes between parties
hereto or their Affiliates.



     Section 9.3 Sales, Use and Transfer Taxes. Except as otherwise provided in the Equity
Purchase Agreement, the Seller, on the one hand, and the Buyer, on the other hand, shall each be
responsible and liable for fifty percent (50%) of all use, sales and transfer Taxes and all



33









 







stamp duties, if any, that may be due as a result of or arise from the sale and transfer of
the U.S. Assets or the China Equity Capital to the Buyer. The Seller, the Parent and the Buyer
will cooperate with each other to minimize the aggregate amount of such Taxes and other amounts
that are payable in connection with the sale and transfer of the U.S. Assets or the China Equity
Capital to the Buyer. Notwithstanding anything herein to the contrary, the Buyer shall withhold
from the China Base Purchase Price Amount such amounts as may be required to be held by applicable
Law.



     Section 9.4 Accounting Assistance.



          (a) Following the Closing, the Buyer shall assist the Seller in the completion of the
accounting of the Business Unit for the fiscal year or part thereof (or both) preceding the Closing
and in connection therewith shall use its reasonable efforts to assist the Seller in the completion
of the accounting for all applicable transactions including providing all information reasonably
requested by the Seller and making available such accounting personnel and other employees of the
Business Unit as the Seller shall reasonably request to answer questions and provide other
assistance.



          (b) Each party recognizes that the other party may need financial or other data with respect
to the Business Unit covering several fiscal periods prior to or after the Closing Date in order to
comply with the securities Laws. The parties shall render reasonable cooperation to each other and
their auditors to provide such information. The party requesting assistance shall bear all
reasonable out-of-pocket costs and expenses incurred by such assisting party and such assistance
shall be subject to compliance by the requesting party with the assisting party’s usual
requirements regarding security and confidential treatment of information. No party shall be
liable to any other party for any such information or data given, or for the accuracy or
completeness thereof.



     Section 9.5 Environmental Remediation . Following the Closing, the Seller shall, at
its sole cost and expense, be responsible to remedy the Interim Period Environmental Issues to
bring the Interim Period Environmental Issues into compliance with applicable Environmental Law
(the “Response Actions”); provided, however, that the Seller shall have no
obligation to undertake any Response Action in excess of the least stringent response required by
applicable Environmental Law with respect to the relevant real property, which least stringent
response shall be determined as if there were no change in the use of such real property from that
use by the Business Unit as of the Closing Date, in the case of United States real property, and as
of the China Closing Date in the case of China real property, and such least stringent response may
include the imposition of institutional or engineering controls provided that such controls do not
result in any material interference with the Business Unit as operated as of the Closing Date for
United States real property, and as of the China Closing Date, for China real property.
Notwithstanding anything in this Section 9.5 to the contrary, if the Seller has exercised
its right to cap the aggregate expense of all Response Actions pursuant to Section 14.1(g),
then the Seller shall be responsible for all out-of-pocket costs and expenses of the Response
Actions to the extent, but not in excess of, USD 5,000,0000 (the “Response Action Cap”).
If the Buyer changes, develops or modifies any Business Unit assets or operations in a way that
materially increases the costs of a Response Action, the Buyer shall be solely responsible for all
such increased costs (including costs associated with negotiating with Governmental Authorities to



34









 







address such change, development or modification). The Seller shall commence each Response Action
prior to the first anniversary of the date of this Agreement and, thereafter, diligently proceed to
complete such Response Action; provided, however, the Seller shall complete such Response Action
within the time prescribed by applicable Law; provided, further, however, that if the Seller has
exercised its rights under Section 14.1(g) and has expended an aggregate of USD 5,000,000
towards completion of all Response Actions it shall have no further obligation to complete or
expend further funds on Response Actions.



ARTICLE X




EMPLOYEE MATTERS




     Section 10.1 Employees. Effective as of the Closing, all Employees shall cease to be
employees of the Seller and its Affiliates. Except as otherwise provided in this ARTICLE
X, the Buyer agrees that, prior to the Closing Date, it shall offer at-will employment
commencing as of the Closing Date to each Employee at a level of wages, overall compensation and
benefits, in the aggregate, which are substantially similar to each Employee’s level of wages,
overall compensation and benefits provided by the Seller, in the aggregate, as of the Closing Date.
With respect to Retained Employees who are on long-term medical disability leave on the Closing
Date, once such long-term medical disability leave ceases with respect to such Person, the Buyer
shall offer such Person employment with the Business Unit at a level of wages, overall compensation
and benefits, in the aggregate, which are substantially similar to such Employee’s level of wages,
overall compensation and benefits provided by the Seller, in the aggregate, immediately prior to
the commencement of such long-term disability, provided, however, that the Buyer
shall not be required to provide accommodation with respect to such disability in excess of that
which would be required by the Seller (under applicable Law) had the Seller been the Person
re-employing such Person.



     Section 10.2 Termination of Coverage under the Seller’s Benefit Plans.



          (a) Effective as of the Closing Date, each Employee shall cease to be an active participant in
any of the Seller Benefit Plans, and shall become eligible to participate in each of the Buyer’s
benefit plans in accordance with the applicable provisions of this Agreement and the terms and
conditions of each such plan. Except as otherwise provided in this ARTICLE X, the Seller
and its Affiliates shall be responsible for terminating the active participation of such Employees
in the Seller Benefit Plans, if any, pursuant to applicable Laws and shall seek any necessary
approvals with respect to the termination of any such active participation.



          (b) Neither the Buyer nor its Affiliates shall be obligated to assume, continue or maintain
any of the Seller Benefit Plans, other than the Seller Non-U.S. Benefit Plans of Q-Tech and with
respect to the Assumed Liabilities. No assets (except as provided in Section 10.5) or liabilities
(other than Assumed Liabilities) of any such Seller Benefit Plans shall be transferred to, or
assumed by, the Buyer or its Affiliates or their respective benefit plans, other than the Seller
Non-U.S. Benefit Plans of Q-Tech. In the event of the Closing, the Seller and the Buyer shall
cooperate to transition any employees of the Seller and its Affiliates in China (other



35









 







than those of Q-Tech) to benefit plans other than those of Q-Tech prior to the China Closing Date.



     Section 10.3 Benefit Plans for Active Employees. Effective as of the Closing Date,
and for a period of at least one year following the Closing Date, the Buyer shall establish, or
shall cause to be established, and maintain benefit plans providing benefits that, in the
aggregate, are substantially comparable to the benefits provided to Employees under the Seller
Benefit Plans in effect immediately prior to the Closing (the “Buyer Benefit Plans”),
provided, however, that, except as otherwise provided in this ARTICLE X, the Buyer shall
not be obligated to establish defined benefit or equity based benefit plans, but shall provide
substantially equivalent compensatory value to the Employees who participate in the Seller Benefit
Plans of such type.



     Section 10.4 Service Credit under the Buyer Benefit Plans. Except as otherwise
provided in this ARTICLE X, the Buyer shall grant to each Employee credit under any of the
Buyer’s Benefit Plans under which such Employee becomes covered for his or her period of employment
with the Seller and its Affiliates and predecessors before the Closing, as if such Employee was so
employed by the Buyer for all purposes for which such service was recognized by the Seller Benefit
Plans. Notwithstanding the foregoing, the Buyer’s obligations under this Section 10.4 to
grant Employees credit under Buyer Benefit Plans for prior employment with Seller and its
Affiliates shall not apply to any Buyer Benefit Plan providing a defined benefit to its
participants.



     Section 10.5 Savings Plan. The Buyer shall take all actions necessary or appropriate
to extend coverage effective as of the Closing under a new or existing Buyer Benefit Plan qualified
under Code Section 401(a) and providing benefits under Section 401(k) and 401(m) for U.S. Employees
(the “Buyer Savings Plan”) who, immediately before Closing, were eligible to participate in
the EnPro Industries, Inc. Retirement Savings Plan for Salaried Employees or the EnPro Industries,
Inc. Retirement Savings Plan for Hourly Employees (collectively, the “Seller Savings
Plan”), provided, however, that except as otherwise provided in this
ARTICLE X, the Buyer shall not be obligated to establish any defined benefit or
equity-based compensation plan. The Buyer shall permit U.S. Employees who participated in the
Seller Savings Plan immediately before the Closing to directly roll over their accounts from the
Seller Savings Plan in cash (and promissory notes, with respect to outstanding participant loans)
to the Buyer’s Savings Plan. The Buyer, with respect to the Buyer Savings Plan, and the Seller,
with respect to the Seller Savings Plan, shall take such actions as are necessary and appropriate
to permit such rollovers. The Seller shall take such actions as are necessary to cause all
Employees participating in Seller Savings Plans to be fully vested under Seller Savings Plans as of
the Closing Date.



     Section 10.6 Welfare Plans.



          (a) The Buyer shall, or shall cause one or more of its Affiliates to, (i) grant to each
Employee (and his or her eligible dependents, as applicable) credit under any Buyer Benefit Plan
that is a welfare benefit plan covering such Employee (and his or her eligible dependents, as
applicable) after the Closing for any deductible and coinsurance amounts paid by such employee
under any corresponding Seller Benefit Plan during the plan year which includes the Closing Date,
and (ii) amend any Buyer welfare Benefit Plan covering Employees participating therein from and
after the Closing so that such plan does not exclude from coverage any pre-existing



36









 







conditions of any of such Employees or their dependents, which pre-existing conditions were covered
under the corresponding Seller Benefit Plan immediately before the Closing. As soon as reasonably
practicable after the Closing Date, the Seller shall provide to the Buyer the applicable deductible
and co-insurance amounts paid by each Employee under the corresponding Seller Benefit Plans. The
Buyer shall be responsible for providing any U.S. Employee whose “qualifying event,” within the
meaning of Code Section 4980B9(f), occurs after the Closing Date (and such U.S. Employees’
“qualified beneficiaries” within the meaning of Code Section 4908B(g)) with the continuation of
group health coverage required by Code Section 4980B(f) to the extent required by Law.



          (b) As of the Closing Date, the Buyer shall assume from the Seller all of the Seller’s
obligations with respect to the medical care and dependent care flexible spending accounts of U.S.
Employees (“Transferred Flexible Spending Accounts”) under the cafeteria plan maintained by
the Seller pursuant to Code Section 125, including the Seller’s obligation to reimburse eligible
expenses. All elections of U.S. Employees with respect to the Transferred Flexible Spending
Accounts shall remain in effect immediately after the Closing Date, except to the extent otherwise
permitted by Law. As soon as reasonably practicable after the Closing Date, the Seller shall
determine the aggregate balance of the Transferred Flexible Spending Accounts and notify the Buyer
of the amount of such aggregate amount in writing. For purposes of this Section 10.6(c),
the term “Aggregate Balance” means, as of the Closing Date, the aggregate amount of contributions
that have been made to the Transferred Flexible Spending Account by Employees for the plan year in
which the Closing Date occurs minus the aggregate amount of reimbursements that have been made from
the Transferred Flexible Spending Accounts to Employees for the plan year in which the Closing Date
occurs. If the Aggregate Balance is a negative amount, the Buyer shall pay such negative amount to
the Seller as soon as practicable following the Buyer’s receipt of the written notice thereof. If
the Aggregate Balance is a positive amount, the Seller shall pay such positive amount to the Buyer
as soon as practicable following the Seller’s delivery to the Buyer of the written notice thereof.



     Section 10.7 WARN Act. The Buyer shall assume responsibility for any liabilities,
including, without limitation, any severance or similar payments, arising under the Worker
Adjustment and Retraining Notification Act (the “WARN Act”) or any similar statutes or
regulations of any jurisdiction, and shall give all notices, if any, required to be given under the
WARN Act or any similar statutes or regulations of any jurisdiction, related to any employee
terminations by the Buyer.



     Section 10.8 Vacation. With respect to all Employees (other than the Retained
Employees), the Buyer will recognize all accrued and unused vacation days, holiday, personal days,
and sick days, and the Buyer will allow such Employees to take such unused days which have accrued
to such Employees at any time following the Closing Date in accordance with the policies of the
Business Unit, as in effect as of the Closing Date.



     Section 10.9 Certain Employees. The Buyer’s obligation to provide substantially
similar compensation as set forth in Section 10.1 shall not apply with respect to: (a) any
Employee that enters into a separate agreement with the Buyer on or prior to the Closing Date
relating to the compensation of such Employee; and (b) Employees listed on Section 10.9 of
the Buyer Disclosure Schedule.




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     Section 10.10 Manner of Payment. The Buyer may pay Assumed Liabilities that are
obligations under ERISA Plans by either promptly reimbursing the Seller for the cost of benefits
provided under the ERISA Plans or by paying such benefits directly to Persons entitled to such
benefits under the ERISA Plans.



ARTICLE XI




TAX MATTERS




     Section 11.1 Payment of Taxes. Subject to Section 9.3, all Taxes attributable
to the operations of the Business Unit (a) from and after the Closing Date shall be borne by the
Buyer, and (b) prior to the Closing Date shall be borne by the Seller, except that (x) the Buyer
shall assume and pay all ad valorem Taxes related to the U.S. Assets to the extent of and not to
exceed an accrual therefor on the Closing Balance Sheet with respect to any such Taxes attributable
to the period prior to the Closing Date, and (b) Section 11.1 and Section 11.2
shall not apply to any Tax liability or obligation of Q-Tech, which shall remain obligations of
Q-Tech after the China Closing Date and with respect to any Taxes attributable to the operations of
Q-Tech during the period prior to the Closing Date or otherwise attributable to such period with
respect to Q-Tech and its assets, such Taxes shall be included as a liability on the Closing
Balance Sheet.



     Section 11.2 Preparation and Filing of Income Tax Returns. The Seller shall be
responsible, at its expense, for the preparation and filing of all Tax Returns for Taxes of the
Business Unit for all periods ending on or before the Closing Date. The Buyer shall be responsible
for preparing and filing all Tax Returns of the Business Unit which are for all periods ending
after the Closing Date.



     Section 11.3 Additional Covenants. The Seller and the Buyer shall provide each other
with such assistance as may reasonably be requested by them in connection with the preparation,
execution and filing of any Tax Return or with respect to any Tax audit or other examination by any
Governmental Authority or any judicial or administrative proceedings related to liability for
Taxes. The Seller and the Buyer shall retain and provide each other with any records or
information which may be relevant to such preparation, audit, examination, proceeding or
determination. Such assistance shall include making employees available for a reasonable amount of
time on a mutually convenient basis, but only to provide and explain such records and information
(and not to prepare Tax Returns or other schedules) and shall include providing copies of any
relevant returns and supporting work schedules. The party requesting assistance hereunder shall
reimburse the other for reasonable out-of-pocket expenses incurred in providing such assistance.



     Section 11.4 Notice of Audit. If, in connection with any examination, investigation,
audit or other proceeding (a “Proceeding”) concerning any Tax claim relating to the
operations of the Business Unit for any pre-Closing or post-Closing Tax Period, any Governmental
Authority issues to any of the parties a notice of deficiency, a proposed adjustment, re-assessment
or notice of a proposed re-assessment, an assertion of claim, a demand, or other communication
concerning action by such Governmental Authority concerning the Tax Period covered by such Tax
claim, the recipient shall notify the other party that it has received the same



38









 







within 20 calendar days of its receipt to the extent such other party’s Tax liability may be
affected by the outcome of such Proceeding.



     Section 11.5 Withholding. The Seller shall provide, or cause its Affiliates to
provide, a certification of non-foreign status and any other forms, certificates or other documents
necessary to avoid withholding under United States Federal Income Tax law on any portion of the
Purchase Price.



ARTICLE XII




CLOSING CONDITIONS




     Section 12.1 Mutual Conditions. The respective obligations of each party to
consummate the actions required to be taken or effected by it at the Closing shall be subject to
the fulfillment of the following conditions:



     (a) None of the Buyer, the Seller or the Parent shall be subject on the Closing Date to any
order of a court of competent jurisdiction that enjoins or prohibits the consummation of the
transactions contemplated by this Agreement (excluding the purchase and sale of the China Equity
Capital), nor shall there be any pending Action by any Governmental Authority that seeks injunctive
relief in connection with the transactions (excluding the purchase and sale of the China Equity
Capital) contemplated hereby.



     (b) Any applicable waiting period under the HSR Act relating to the transactions contemplated
hereby shall have expired or been terminated.



     Section 12.2 The Buyer’s Conditions. The obligation of the Buyer to consummate the
actions required to be taken or effected by it at the Closing shall be further subject to the
fulfillment of only the following conditions, any of which may be waived by the Buyer (in whole or
in part):



     (a) All representations of the Seller in ARTICLE IV of this Agreement (disregarding
all materiality and Material Adverse Effect qualifications) shall have been true and correct in all
respects as of the Closing Date as though made as of such date, except to the extent such
representations and warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct on and as of such earlier date), in each
case, except for such breaches of representations and warranties that, in the aggregate, would not
have a Material Adverse Effect.



     (b) The Seller and the Parent shall have performed and complied in all material respects with
its covenants and agreements contained in this Agreement required to be performed and complied with
by it at or prior to the Closing Date.



     (c) No Material Adverse Effect shall have occurred since the date hereof through the Closing
Date.



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     (d) The Seller shall have delivered to the Buyer:



               (i) A certificate from the secretary of the Seller and the Parent certifying (A) that attached
thereto is a true and complete copy of such Person’s articles or certificate of incorporation and
all amendments thereto, certified by the Secretary of State of its state of incorporation, dated as
of a date not more than 10 Business Days prior to the Closing Date, (B) that attached thereto is a
true and complete copy of the bylaws of the Seller and the Parent as then in effect, (C) in the
case of the certificate from the secretary of the Seller and the Parent, that attached thereto is a
true and complete copy of the resolutions adopted by the board of directors of the Seller and the
Parent authorizing the execution, delivery and performance of this Agreement and the transactions
contemplated hereby, and (D) as to the incumbency and signatures of any of the officers of the
Seller or the Parent who shall execute documents at the Closing or who have executed this
Agreement.



               (ii) A certificate of existence or comparable certificate issued by a Governmental Authority
for the Seller and the Parent from the jurisdiction of its incorporation.



               (iii) A nonforeign affidavit of the Seller as described in Code Section 1445(b)(2).



               (iv) A certificate dated as of the Closing Date and executed by an authorized officer of the
Seller, certifying to the fulfillment of the conditions specified in Section 12.2(a) and
(b) above (the “Seller Closing Certificate”).



          (e) The Seller shall have delivered to the Buyer (i) executed a Bill of Sale and Assignment
substantially in the forms of Exhibit 12.2(e)(i) to this Agreement, (ii) executed
Intellectual Property assignments in the form of Exhibit 12.2(e)(ii) to this Agreement,
(iii) deed(s) of conveyance in the form of Exhibit 12.2(e)(iii) to this Agreement, (iv) the
Assignment and Assumption Agreement, as defined below.




          (f) Additional Agreements. The Seller shall have entered into the Transition Services
Agreement.




          (g) Environmental Studies. The Buyer shall have received the Final Environmental
Studies as provided pursuant to Section 6.1(d); provided, however that this subsection (g)
shall expire on March 12, 2010 and shall no longer have effect as a condition to Closing after such
date (provided that such date shall be extended for an additional period of time equal to any
period during which (i) the Seller has not complied with its covenants in Section 6.1
regarding the Environmental Studies to the extent such non-compliance causes a delay in the
completion and delivery of the Final Environmental Studies, or (ii) a force majeure has caused a
delay in the completion of the Final Environmental Studies) (such expiration date, as extended
pursuant to this subsection (g), shall be the “Final Environmental Study Delivery Date”).



provided, however, with respect to the China Closing Date, only the following conditions, any of
which may be waived by the Buyer (in whole or in part), must be satisfied,




40









 








          (h) The representations of the Seller contained in Sections 4.1, 4.2, and
4.8 with respect to Q-Tech shall be true and correct as of the China Closing Date as if
made on such date and the Seller shall not have made any material change in the manner in which
Q-Tech’s business is operated.




          (i) Receipt of final, unconditional approval of the Chinese Authorities for the transfer of
the China Equity Capital to the Chinese Buyer, including all approvals referenced in the Equity
Purchase Agreement (collectively, the “China Approval”) and such China Approval remains in
full force and effect.




          (j) The Buyer shall have received resignations, in form and substance reasonably satisfactory
to the Buyer, of all directors and officers of Q-Tech.



Effective as of the China Closing Date, Q-Tech shall be released hereunder from all guarantees and
similar obligations with respect to the Retained Liabilities.




     Section 12.3 The Seller’s Conditions. The obligations of the Seller to consummate the
transactions required to be taken or effected by it at the Closing shall be further subject to the
fulfillment of only the following conditions, any of which may be waived by the Seller (in whole or
in part):



          (a) All representations of the Buyer in ARTICLE V of this Agreement (disregarding all
materiality and Material Adverse Effect qualifications) shall have been true and correct in all
respects as of the Closing Date as though made as of such date, except to the extent such
representations and warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct on and as of such earlier date), in each
case, except for such breaches of representations and warranties that, in the aggregate, would not
have a Buyer Material Adverse Effect.




          (b) The Buyer shall have performed and complied in all material respects with its covenants
and agreements contained in this Agreement required to be performed and complied with by it at or
prior to the Closing Date.




          (c) No Buyer Material Adverse Effect shall have occurred since the date hereof through the
Closing Date.




          (d) The Buyer shall have delivered to the Seller:




               (i) A certificate from the secretary of the Buyer certifying (A) that attached thereto is a
true and complete copy of the Buyer’s certificate of formation and all amendments thereto,
certified by the Secretary of State of the State of Delaware (B) that attached thereto is a true
and complete copy of the operating agreement of such Buyer as then in effect, (C) that attached
thereto is a true and complete copy of the resolutions adopted by the board of directors of such
Buyer authorizing the execution, delivery and performance of this Agreement and the transactions
contemplated hereby, and (D) as to the incumbency and signatures of any of the Buyer’s officers who
shall execute documents at the Closing or who have executed this Agreement.



41









 





               (ii) Resale certificates with respect to any inventory included in the U.S. Assets as required
by applicable state Law.



               (iii) A certificate of existence or comparable certificate of the Buyer from the jurisdiction
of its organization.



               (iv) A certificate dated as of the Closing Date and executed by an authorized officer of the
Buyer, certifying to the fulfillment of the conditions specified in Section 12.3(a) and
(b) above (the “Seller Closing Certificate”)



          (e) The Buyer shall deliver to the Seller an executed Assignment and Assumption Agreement in
form of Exhibit 12.3(e) to this Agreement (the “Assignment and Assumption
Agreement”).




          (f) The Buyer shall have entered into the Transition Services Agreement and the Supply
Agreement shall have been executed by all of the parties listed therein.




          (g) The Buyer shall have delivered to the Seller the Base Purchase Price less the China Base
Purchase Price Amount;



provided, however, with respect to the China Closing Date, only the following conditions, any of
which may be waived by the Seller (in whole or in part), must be satisfied:




          (h) The Buyer or the Chinese Buyer shall have delivered to the Seller the China Base Purchase
Price Amount and the China Cash Payment, unless such amounts have been previously paid to the
Seller pursuant to Section 1.2.




          (i) The China Approval has been obtained and remains in full force and effect.




ARTICLE XIII




INDEMNIFICATION




     Section 13.1 Survival. The representations and warranties made in this Agreement
shall survive the Closing for a period of eighteen months, and shall thereupon expire, together
with any right to indemnification for breach thereof, except to the extent a Valid Third Party
Claim Notice or Valid Other Claim Notice (each, a “Valid Claim Notice”) shall have been
given prior to such date in accordance with Section 13.3 by the party seeking
indemnification (the “indemnified party”) to the party from whom indemnification is being
sought (the “indemnifying party”), in which case the representation or warranty alleged in
the Valid Claim Notice to have been breached shall survive, to the extent of the claim set forth in
the Valid Claim Notice only, until such claim is resolved; provided, however, that
(i) the representations and warranties set forth in Section 4.20 (Environmental Matters),
together with any right to indemnification for breach thereof, shall survive the Closing until the
fifth anniversary of the Closing Date, and (ii) the representations and warranties set forth in
Section 4.1 (Organization; Good Standing), Section 4.2 (Approval), Section
4.8 (Title to Assets), Section 4.18 (Fees), the first sentence of



42









 




Section 4.19(a) (Title to Owned Real Property), Section 5.1 (Organization;
Good Standing), Section 5.2 (Approval), and Section 5.8 (Fees), together with any
right to indemnification for breach thereof, shall survive the Closing indefinitely, and (iii) the
representations and warranties set forth in Section 4.15 (Taxes), together with any right
to indemnification for breach thereof, shall survive the Closing until the expiration of the
applicable statute of limitations, including any extensions thereof. The covenants and agreements
contained herein shall survive the Closing for the respective periods set forth in the covenants
themselves, or if not so set forth, shall survive until the expiration of the applicable statute of
limitations.




     Section 13.2 Indemnification.



          (a) The Seller and the Parent, jointly and severally, shall indemnify the Buyer Parties and
hold them harmless from and against any losses, claims, damages, liabilities, costs or expenses
(including reasonable attorneys’ fees and disbursements, but not including internal management,
administrative or overhead costs that an indemnified party incurs in connection with the
administration, supervision or performance of actions required in response to a claim)
(collectively, “Damages”), that are incurred or suffered by any of them (i) by reason of,
or resulting from (A) the breach of any of the representations or warranties made by the Seller
herein or (B) in the event of the Closing, any breach of any of the representations or warranties
made by the Seller herein as though made on the Closing Date (unless such representation or
warranty expressly relates to an earlier date, in which case it will be deemed made on such date),
(ii) by reason of, or resulting from the failure by the Seller to perform or comply with any of its
covenants or agreements herein or in any Ancillary Document, and (iii) by reason of or resulting
from any failure to pay, discharge or satisfy the Retained Liabilities. For the avoidance of
doubt, in the event of the Closing, each representation and warranty made by the Seller in this
Agreement shall be deemed made on the Closing Date, unless such representation or warranty
expressly relates to an earlier date, in which case it will be deemed to be made on such date.




          (b) Any recovery by the Buyer Parties for indemnification shall be limited as follows: (i)
the Buyer Parties shall not be entitled to any recovery unless a claim for indemnification is made
in accordance with Section 13.3, so as to constitute a Valid Claim Notice; (ii) the Buyer
Parties shall not be entitled to recover any amount for indemnification claims under Section
13.2(a)(i), except to the extent that aggregate amount of Damages for all such breaches exceeds
USD 1,750,000 in the aggregate (the “Deductible”), in which event (subject to clause (iii)
below) the amount that the Buyer Parties are entitled to recover in respect of such Damages in
excess of the Deductible shall be payable; and (iii) the maximum amount recoverable by the Buyer
Parties for indemnification claims under Section 13.2(a)(i), shall in the aggregate be
equal to an amount equal to USD 30,000,000 (the “Cap”); provided that neither the
Deductible nor the Cap shall apply to any breach of any representations or warranties set forth in
Section 4.1 (Organization; Good Standing), Section 4.2 (Approval), Section
4.8 (Title to Assets), Section 4.15 (Taxes), Section 4.18 (Fees), and the first
sentence of Section 4.19(a) (Title to Owned Real Property) as to which the Seller and the
Parent will be liable in full from the first dollar. No Damages shall be included in determining
whether the Deductible has been reached unless a Valid Claim Notice seeking indemnification for
such Damages has been given by the Buyer to the Seller in accordance with Section 13.3.
None of the limitations set forth in this Section 13.2(d) shall apply to any
indemnification claims under Section 13.2(c)(ii), or Section 13.2(c)(iii).




43









 








          (c) The Buyer shall indemnify the Seller Parties and hold them harmless from and against all
Damages that are incurred or suffered by them (i) by reason of, relating to or resulting from (A)
the breach by the Buyer of any of the representations or warranties made by the Buyer herein or (B)
in the event of the Closing, any breach of any of the representations or warranties made by the
Buyer herein as though made on the Closing Date (unless such representation or warranty expressly
relates to an earlier date, in which case it will be deemed made on such date), (ii) by reason of,
or resulting from the failure by the Buyer to perform or comply with any of its covenants or
agreements herein, or (iii) by reason of, or resulting from the failure to pay, discharge or
satisfy the Assumed Liabilities. For the avoidance of doubt, in the event of the Closing, each
representation and warranty made by the Buyer in this Agreement shall be deemed made on the Closing
Date, unless such representation or warranty expressly relates to an earlier date, in which case it
will be deemed to be made on such date.




          (d) Any recovery by the Seller Parties for indemnification pursuant to Section 13.2(c)
shall be limited as follows: (i) the Seller Parties shall not be entitled to any recovery unless a
claim for indemnification is made in accordance with Section 13.3, so as to constitute a
Valid Claim Notice; (ii) the Seller Parties shall not be entitled to recover any amount for
indemnification claims under Section 13.2(c)(i), except to the extent that the amount of
Damages for all such breaches exceeds the Deductible, in which event (subject to clause (iii)
below) the entire amount that the Seller Parties are entitled to recover in respect of such Damages
in excess of the Deductible shall be payable; and (iii) the maximum amount recoverable by the
Seller Parties for indemnification claims under Section 13.2(c)(i) shall in the aggregate
be equal to an amount equal to the Cap; provided that neither the Deductible nor the Cap shall
apply to any breach of any representations or warranties set forth in Section 5.1
(Organization; Good Standing), Section 5.2 (Approval) and Section 5.8 (Fees), as to
which the Buyer will be liable in full from the first dollar. No Damages shall be included in
determining whether the Deductible has been reached unless a Valid Claim Notice seeking
indemnification for such Damages has been given by the Seller to the Buyer in accordance with
Section 13.3(b). None of the limitations set forth in this Section 13.2(d) shall
apply to any indemnification claims under Section 13.2(c)(ii), or Section
13.2(c)(iii).




     Section 13.3 Procedures for Claims.



          (a) (i) In order for an indemnified party to be entitled to any indemnification provided for
under this ARTICLE XIII in respect of, arising out of or involving a claim made by any
third party, including a Governmental Authority, against the indemnified party (a “Third Party
Claim”), the indemnified party must notify the indemnifying party in writing of the Third Party
Claim (a “Third Party Claim Notice”) promptly following receipt by such indemnified party
of written notice of the Third Party Claim, which notification, to be a valid Third Party Claim
Notice, with the effect set forth in Section 13.1 and Section 13.2 (a “Valid
Third Party Claim Notice”), must be accompanied by a copy of the notice of the third party
claimant to the indemnified party asserting the Third Party Claim; provided, that the
failure to provide such notice promptly (so long as a Valid Third Party Claim Notice is given
before the expiration of the applicable period set forth in Section 13.1) shall not affect
the obligations of the indemnifying party hereunder except to the extent the indemnifying party is
prejudiced thereby. The indemnified party shall deliver to the indemnifying party copies of all
other notices and
documents (including court papers) received by the indemnified party relating to the Third
Party Claim.




44









 








               (ii) The indemnifying party shall have the right to defend against any such Third Party Claim
(including to conduct any proceedings or settlement negotiations) with counsel of its own choosing
if (A) the indemnifying party provides written notice to the indemnified party that the
indemnifying party intends to undertake such defense, (B) the indemnifying party conducts the
defense of the Third Party Claim actively and diligently with counsel reasonably satisfactory to
the indemnified party, and (C) if the indemnifying party is a party to the Third Party Claim, the
indemnified party has not determined, reasonably and in good faith, after consultation with legal
counsel, that joint representation would be inappropriate because of a conflict of interest. The
indemnified party shall have the right to participate in the defense of any Third Party Claim and
to employ its own counsel (it being understood that, if all of the conditions set forth in clauses
(A) to (C) above remain satisfied, the indemnifying party shall control such defense), at the
indemnified party’s own expense. Prior to the time the indemnified party is notified by the
indemnifying party as to whether the indemnifying party will assume the defense of a Third Party
Claim, the indemnified party shall take all actions reasonably necessary to timely preserve the
collective rights of the parties with respect to such Third Party Claim, including responding
timely to legal process. If the indemnifying party shall decline to assume the defense of a Third
Party Claim (or shall fail to notify the indemnified party of its election to defend such Third
Party Claim) within 30 days after the giving by the indemnified party to the indemnifying party of
a Valid Third Party Claim Notice with respect to the Third Party Claim or if any of the conditions
set forth in clauses (A) to (C) above are no longer satisfied, the indemnified party shall defend
against the Third Party Claim and the indemnifying party shall be liable to the indemnified party
for all reasonable fees and expenses incurred by the indemnified party in the defense of the Third
Party Claim, including the reasonable fees and expenses of counsel employed by the indemnified
party, if and to the extent that the indemnifying party is responsible to indemnify for such Third
Party Claim. Regardless of which party assumes the defense of a Third Party Claim, the parties
agree to cooperate with one another in connection therewith. Such cooperation shall include
providing records and information that are relevant to such Third Party Claim, and making employees
and officers available on a mutually convenient basis to provide additional information and
explanation of any material provided hereunder and to act as a witness or respond to legal process.
Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified
party shall not admit any liability with respect to, or settle, compromise or discharge, such Third
Party Claim without the indemnifying party’s prior written consent. If the indemnifying party
assumes the defense of a Third Party Claim, no compromise or settlement of such claim may be
effected by the indemnifying party without the indemnified party’s consent unless (A) there is no
finding or admission of any violation of Law or any violation of the rights of any Person and no
material adverse effect on the indemnified party with respect to any other claims that may be made
against it, (B) the sole relief provided is monetary damages, is fully paid by the indemnifying
party, and (C) the indemnified party is fully released. Notwithstanding anything in this
Section 13.3(a)(ii) to the contrary, if such third party claim would give rise to Damages
and less than 50% of such Damages are indemnifiable by the indemnifying party pursuant to this
ARTICLE XIII because of the Deductible or the Cap, the indemnified party may elect to
retain control of such defense, and the indemnifying party shall be responsible for the cost and
expense of the indemnified party to the extent required pursuant to this ARTICLE XIII.



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          (b) In order for an indemnified party to be entitled to any indemnification provided for under
this ARTICLE XIII in respect of a claim that does not involve a Third Party Claim being
asserted against such indemnified party (an “Other Claim”), the indemnified party must
promptly notify the indemnifying party in writing of such Other Claim (the “Other Claim
Notice”), which notification, to be a valid Other Claim Notice, with the effect set forth in
Section 13.1 and Section 13.2 (a “Valid Other Claim Notice”), must certify
that the indemnified party has in good faith already sustained some (though not necessarily all) or
will sustain Damages with respect to such claim. The failure by any indemnified party to notify
the indemnifying party promptly (so long as a Valid Other Claim Notice is given before the
expiration of the applicable period set forth in Section 13.1) shall not relieve the
indemnifying party from any liability that it may have to such indemnified party under Section
13.2, except to the extent that the indemnifying party has been prejudiced by such failure.




          (c) Notwithstanding any other provision of this Agreement to the contrary, in respect of any
Asbestos Claim, the procedures set forth in Section 13.3 of the Seller Disclosure Schedule
shall apply.




     Section 13.4 Environmental Indemnification.



          (a) Notwithstanding anything to the contrary in this ARTICLE XIII, the Buyer agrees
that the Buyer’s right to indemnification pursuant to Section 13.2(a) as a result of
breaches of representations and warranties contained in Section 4.20 (Environmental
Matters) or with respect to Retained Liabilities (but only with respect to subsections (vi) and
(vii) of the definition thereof) (collectively, “Environmental Breach”), shall be the sole
and exclusive remedies (including any contribution Action) of the Buyer with respect to any
Environmental Matters whatsoever. Notwithstanding anything to the contrary in this ARTICLE
XIII, the Seller agrees that the Seller’s right to indemnification pursuant to Section
13.2(a) with respect to Assumed Liabilities (but only with respect to subsections (x) of the
definition thereof), shall be the sole and exclusive remedies (including any contribution Action)
of the Seller with respect to any Environmental Matters whatsoever.




          (b) Notwithstanding any provisions herein to the contrary, in respect of any Environmental
Breach for which a Valid Claim Notice has been submitted by an indemnified party, the indemnifying
party shall be entitled to undertake and control all Remedial Action with respect thereto, and the
indemnified party shall be entitled to participate fully in all substantive deliberations regarding
the Environmental Breach and any Remedial Action with respect thereto. The Seller shall only be
responsible for Remedial Actions that are required to be undertaken by an Environmental Law and
only for such Remedial Action as represents the least stringent response required by an
Environmental Law based on the use of the property as of the Closing Date and may include the
imposition of institutional or engineering controls provided that such controls do not result in
any material interference with the operation of the Business Unit as of the Closing Date. As used
in this Agreement, “Remedial Action” means the defense of any Action, the investigation,
removal or remediation of Hazardous Materials, and the obtaining of any Environmental Permits, all
to the extent arising under, and required by, any Environmental Law.




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     Section 13.5 Other Provisions.



          (a) Except for (i) claims of fraud or (ii) as otherwise expressly provided in the Ancillary
Documents (and then only with respect to breaches of that Ancillary Document and not this
Agreement), the indemnification provided in this ARTICLE XIII shall be the sole and
exclusive remedy for breach of any representation, warranty, covenant or agreement made by the
Parent, the Seller or the Buyer in this Agreement or otherwise with respect to this Agreement.
Notwithstanding the foregoing, this Section 13.5(a) shall not prevent any party from
pursuing remedies of specific performance or injunctive relief, declaratory judgment or any other
non-monetary equitable remedies available to them under applicable Law. All amounts payable by one
party in indemnification of the other shall be considered an adjustment to the Base Purchase Price.




          (b) In no event shall the Buyer, the Parent or the Seller be liable for loss of profits,
diminution in value, punitive or consequential damages incurred by an indemnified party hereunder,
it being understood that the Buyer, the Parent and the Seller shall only be liable for such damages
(subject to the limitations on liability set forth in this ARTICLE XIII) to the extent loss
of profits, diminution in value, punitive or consequential damages that are incurred or suffered by
a third party and payable by the indemnified party with respect to the Third Party Claim of such
third party; provided, however that for purposes of this Agreement, in the event of a breach of
this Agreement by the Buyer that causes the Closing not to occur, the Seller may recover, to the
extent the Seller satisfies its burden of proof of damages under applicable Law, the difference
between the Purchase Price and the amount received by the Seller in a subsequent sale of the
Business Unit or other appropriate measures of direct damages to compensate the Seller for the loss
of the benefit of its bargain.




          (c) Upon making any payment to an indemnified party for any indemnification claim under this
Agreement, the indemnifying party shall be subrogated, to the extent of such payment (an
“Indemnification Payment”), to any rights which the indemnified party or its Affiliate may
have against any other parties (excluding the Buyer’s and its Affiliates’ rights under any
insurance policies) with respect to the subject matter underlying such indemnification claim. The
indemnified party and its Affiliates shall cooperate with the indemnifying party in the pursuit of
such rights and shall promptly turn over to the indemnifying party any payments (up to the amount
of the Indemnification Payment) received in respect of such rights.




          (d) The amount of any Damages shall be computed net of any recoverable insurance proceeds from
a third party insurance company that is not an Affiliate of the indemnified party or any of its
Affiliates and any Tax benefits to be actually received by the indemnified party in connection
therewith.




          (e) Notwithstanding anything herein to the contrary, the Buyer shall have no right to any
indemnification under this ARTICLE XIII for any matter if the Total Net Asset Amount
calculated with respect to the Closing Balance Sheet was reduced for such matter (to the extent of
such reduction).




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          (f) All breaches of representations or warranties shall, for purposes of calculating Damages
under Section 13.2(a) and Section 13.2(c), be determined without giving effect to
any qualification in the representations and warranties of the Seller, the Buyer or the Chinese
Buyer as to materiality, in all material respects, Material Adverse Effect, Buyer Material Adverse
Effect or words of similar effect. For the avoidance of doubt, such qualifications shall be given
effect for the purposes of determining whether a breach of a representation or warranty has
occurred.




          (g) The parties agree that the following matters shall be deemed, without any further action
by the parties, disclosed by the Seller as exceptions to each representation in ARTICLE IV
(whether or not there currently is a Seller Disclosure Schedule with respect to such a
representation) for all purposes, including indemnification:




               (i) Matters arising between the date hereof and the Closing Date and, with respect to Q-Tech
between the date hereof and the China Closing Date, that result from or relate to the matters set
forth in subsections (a) through (g) of the definition of “Material Adverse; and



               (ii) Any action taken or not taken by the Seller at the Buyer’s request or with the Buyer’s
consent, in which case the action (and such action only) shall be deemed disclosed, but the
consequences of such action shall be deemed disclosed only to the extent disclosed to the Buyer
prior to undertaking such action;



               (iii) Consequences of the Seller’s or Q-Tech’s inability to enter into a transaction as a
result of the Buyer’s withholding of a consent requested of the Buyer pursuant to Section 6.2.



          (h) In the event of Closing, then as of the China Closing Date, Q-Tech hereby releases the
Seller and its Affiliates from any and all claims, debts, liabilities, and causes of action, of
whatever kind or nature, known or unknown and the Seller and its Affiliates releases Q-Tech from
any and all claims, debts, liabilities, and causes of action, of whatever kind or nature, known or
unknown, in each case, except for Intercompany Trade Accounts Payable and Intercompany Trade
Accounts Receivable.




ARTICLE XIV




TERMINATION




     Section 14.1 Termination. This Agreement may be terminated at any time prior to the
Closing:



     (a) by mutual written consent of the Seller, the Parent and the Buyer;



     (b) by any of the Seller, the Buyer or the Parent: (i) if any Governmental Entity shall have
issued an order, decree or ruling or taken any other action in each case permanently restraining,
enjoining or otherwise prohibiting the transactions contemplated by this Agreement (excluding with
respect to the purchase and sale of the China Equity Capital) and such order,



48









 







decree, ruling or other action shall have become final and non-appealable (any such order,
decree, ruling or other action, a “Final Order”); provided that the party seeking to
terminate this Agreement shall have used all reasonable best efforts to challenge such order,
decree, ruling or other action; or (ii) if the Effective Time shall not have occurred on or before
June 18, 2010 (the “Outside Date”), provided, that, a party may not terminate this
Agreement pursuant to this Section 14.1(b)(ii) if its failure to perform any of its
obligations under this Agreement results in the failure of the Effective Time to occur by such
time, provided, however, that the Outside Date shall be extended day-by-day for each day during
which any party shall be subject to a nonfinal order, decree, ruling or action restraining,
enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby
(excluding with respect to the purchase and sale of the China Equity Capital), provided further,
however, that the Outside Date shall not be extended past August 18, 2010;



     (c) by the Seller, if the Buyer breaches any provision of this Agreement, including a failure
to perform a covenant or a misrepresentation (disregarding all materiality and Buyer Material
Adverse Effect qualifications), and such breach or misrepresentation both (i) remains uncured for a
period of 30 days after the Buyer receives written notice of such breach, and (ii) would, or would
likely constitute a Buyer Material Adverse Effect;



     (d) by the Buyer, if the Seller breaches any provision of this Agreement, including a failure
to perform a covenant or a misrepresentation (disregarding all materiality and Material Adverse
Effect qualifications), and such breach or misrepresentation both (i) remains uncured for a period
of 30 days after the Seller receives written notice of such breach, and (ii) would, or would likely
constitute a Material Adverse Effect;



     (e) by the Buyer at any time a Material Adverse Effect exists;



     (f) by the Seller at any time a Buyer Material Adverse Effect exists; or



     (g) by the Buyer, if the Seller exercises its right to cap the Seller’s obligation for the
costs and expenses of the Response Action as provided in this Section 14.1(g). The Seller
shall have the right to limit its obligation to pay all costs and expenses associated with the
Response Actions to an aggregate amount of USD 5,000,000, by providing the Buyer with a written
notice to that effect at least five (5) Business Days prior to the Closing Date; provided,
however, that the Seller shall be afforded ten (10) Business Days from the delivery of the
Final Environmental Studies to the Seller prior to the exercise of its right under this Section
14.1(g); provided further, (i) if the Seller is unable to, or otherwise does not, give
at least five (5) Business Days notice as provided in this Section, the Closing Date, at the
election of the Buyer, shall be postponed so as to permit no less than five (5) Business Days
between the date of such notice and the Closing Date, and (ii) the Closing Date shall be postponed,
as necessary, to provide the Seller such ten (10) Business Day period after delivery of the Final
Environmental Studies.



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     Section 14.2 Procedure and Effect of Termination. In the event of a termination of this
Agreement by any party pursuant to Section 14.1:



     (a) The terminating party shall give prompt written notice thereof to the other parties, and
the transactions contemplated hereby shall be abandoned, without further action by any of the
parties hereto;



     (b) All further obligations of the parties hereunder shall terminate, except that the
obligations in Sections 6.5 (Confidentiality; No Hire), 15.3 (Public
Announcements), 15.8 (Governing Law) and 15.12 (Expenses) hereof shall survive;



     (c) All filings, applications and other submissions relating to the transactions contemplated
herein shall, to the extent practicable, be withdrawn from the agency or other Person to which
made; and



     (d) In the event of the termination of this Agreement as provided in Section 14.1,
written notice thereof shall forthwith be given to the other party or parties specifying the
provision hereof pursuant to which such termination is made, and this Agreement (except as set
forth in Section 14.2(b)) shall forthwith become null and void, and there shall be no
liability on the part of the Seller, the Buyer and the Parent; provided, however, that nothing in
this Section 14.2 shall relieve any party from liability for any breach (occurring prior to
any such termination) of any of the covenants, representations or agreements set forth in this
Agreement.



     (e) To the extent that the Seller notifies the Buyer in writing no less than five (5) Business
Days prior to the Closing Date of the existence of a Material Adverse Effect (describing the
Material Adverse Effect in reasonable detail) and the Seller qualifies its representations and
warranties therein by stating that such Material Adverse Effect has occurred (which would cause one
of the Buyer’s conditions to close the transactions contemplated hereby not to be fulfilled and
would give the Buyer the right to terminate this Agreement pursuant to Section 14.1(c)) and
the Buyer nonetheless closes the transactions contemplated hereby, then, the Buyer may not seek
indemnification hereunder with respect to such Material Adverse Effect; provided, however, that if
the Seller is unable to, or otherwise does not, give at least five (5) Business Days notice as
provided in this Section the Closing Date, at the election of the Buyer, shall be postponed so as
to permit no less than five (5) Business Days between the date of such notice and the Closing Date.



     (f) None of the parties hereto may rely on the failure of any condition to its obligation to
consummate the transaction contemplated hereby set forth in Section 12.1, 12.2 or
12.3, as the case may be, to be satisfied if such failure was caused by such party’s
failure to use its efforts required of such party herein to consummate the transactions hereby.



50









 





ARTICLE XV




MISCELLANEOUS




     Section 15.1 Amendments. The Buyer, the Parent and the Seller may only amend, modify
or supplement this Agreement in such manner as may be agreed upon by all of them in writing signed
by an authorized officer of such party.



     Section 15.2 Waivers. The Buyer, the Parent and the Seller may only extend the time
for, or waive the performance of, any of the obligations of the other or waive compliance by the
other with any of the covenants or conditions contained in this Agreement in writing signed by an
officer of such party.



     Section 15.3 Public Announcements; Confidentiality.



          (a) None of the parties shall make, issue or release any oral or written public announcement
or statement concerning, or acknowledge the existence of, or reveal the terms, conditions and
status of, the transactions contemplated by this Agreement, without the other parties’ prior
written approval of, and concurrence in, the contents of such announcement, acknowledgment or
statement, except as such announcement, statement or acknowledgement may be required by Law or the
rules or regulations of any United States or foreign securities exchange, in which case the party
required to make the announcement, statement or acknowledgement shall give the other party notice
in advance of such issuance.




          (b) On and after the Closing, the Parent and the Seller will, and will cause each of their
Affiliates (other than Q-Tech) to hold in confidence (to the extent not prohibited by applicable
Law) all confidential information concerning the Buyer and its Affiliates (regarding information
received in connection with the transactions contemplated by, or otherwise pursuant to, this
Agreement and the Ancillary Documents), Q-Tech, the U.S. Assets or the Business Unit (other than
information related solely to the Retained Liabilities and the Excluded Assets), except to the
extent that such information (i) is or becomes generally available to the public other than as a
result of a disclosure by the Seller or its Affiliates in breach hereof, or (ii) becomes available
to the Seller or its Affiliates on a non-confidential basis from a source other than the Buyer that
is not known by the Seller or its Affiliate to be bound by a confidentiality agreement or other
obligation of secrecy to the Buyer. Notwithstanding the foregoing, unless otherwise required by
applicable Law, in the event the Seller or its Affiliates receives a request to disclose all or any
part of such information under the terms of a valid and effective subpoena or order issued by a
court of competent jurisdiction or by a governmental body, the Seller agrees to (i) promptly notify
the Buyer of the existence, terms and circumstances surrounding such a request, so that the Buyer
may seek an appropriate protective order (at the Buyer’s cost) and/or consent to a waiver of the
Seller or its Affiliates’ compliance with the provisions of this agreement, and (ii) if disclosure
of such information is required, to exercise reasonable efforts to obtain an order or other
reliable assurance that confidential treatment will be accorded to such of the disclosed
information which the Buyer so designates, at the Buyer’s cost. The provisions of this Section
15.3(b) shall expire on the date that is four (4) years after the date hereof.





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     Section 15.4 Notices. Any notice, request, demand, waiver, consent, approval or other communication which is
required or permitted hereunder shall be in writing and shall be deemed given when delivered
personally or sent by telecopy (with an appropriate acknowledgment of receipt) or five days after
sending by registered or certified mail, postage prepaid, as follows:



     If to the Buyer, to:


c/o Atlas Copco North America LLC

Office of the General Counsel

Attn: Nicholas J. Spinelli, Esq.

34 Maple Avenue

P.O. Box 2028

Pine Brook, New Jersey 07058

Telecopy Number: (973) 439-3499



with a copy to:



LeClairRyan

Attn: Lee A. Albanese, Esq.

One Riverfront Plaza

1037 Raymond Boulevard, 16th Floor

Newark, New Jersey 07102

Telecopy Number: (973) 491-3408




     If to the Seller, to:


EnPro Industries, Inc.

5605 Carnegie Blvd.

Charlotte, NC 28209

Attention: General Counsel

Telecopy Number: 704-731-1511



with a copy to:



Robinson, Bradshaw & Hinson, P.A.

101 N. Tryon Street, Suite 1900

Charlotte, NC 28246

Attention: Robert S. McLean

Telecopy Number: (704) 373-3963



or to such other address as the addressee may have specified in a notice duly given to the sender
as provided herein.




     Section 15.5 Entire Agreement. The Seller Disclosure Schedule and the Buyer Disclosure Schedule and Exhibits hereto are
incorporated into this Agreement by reference. This Agreement, the Seller Disclosure Schedule, the
Buyer Disclosure Schedule, the Exhibits, the Ancillary Documents and the Confidentiality Agreement
hereto embody the entire agreement between and among the parties and any and all prior oral or
written agreements, representations



52









 







or warranties, contracts, understandings, correspondence,
conversations, and memoranda, whether written or oral, between or among the Buyer and the Seller or
between or among any agents, representatives, parents, subsidiaries, Affiliates, predecessors in
interest or successors in interest, with respect to the subject matter hereof, are merged herein
and replaced hereby. The letter of intent between the Parent and the Buyer dated November 18,
2009, is hereby terminated and all rights and obligations thereunder are hereby released.



     Section 15.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void, unenforceable or against its
regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, so long as the economic and legal substance of the transactions contemplated hereby,
taken as a whole, are not affected in a manner materially adverse to any party hereto.



     Section 15.7 Assignability. Neither this Agreement nor any of the parties’ rights hereunder shall be assignable by any
party hereto without the prior written consent of the other parties. Notwithstanding the preceding
sentence, (a) the Buyer may assign its rights in this Agreement as collateral security to its
respective lender, (b) the Buyer may assign its rights in this Agreement on or after the Closing,
to any purchaser of substantially all of the assets of the Business Unit or equity interests
(whether by operation of Law or in connection with a merger or consolidation or otherwise) of the
Buyer or the Business Unit, and (c) any party may assign any or all of its rights under this
Agreement to any Affiliate of such party, provided that such assignment shall not operate to
release the assigning Person from its obligations hereunder. In the event that any assignment is
made, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns. Nothing in this Agreement, express or implied, shall be
deemed to confer upon any other Person, including without limitation employees of the Business
Unit, any rights or remedies under, or by reason of, this Agreement.



     Section 15.8 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware
without giving effect to principles of conflict of laws. Service of process upon any party shall
be deemed, in every respect, effective upon such party if made by prepaid registered or certified
mail, return receipt requested, or if personally delivered against receipt to the address set forth
in Section 15.4 or to such other address as a party may designate in writing to the others.
Any proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby shall be brought in any court of the State of Delaware, and each party irrevocably submits
to the exclusive jurisdiction of each such court in any such proceeding,
waives any objection it may now or hereafter have to venue or to convenience of forum, agrees
that all claims in respect of the proceeding shall be heard and determined only in any such court,
and agrees not to bring any proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby in any other court.



     Section 15.9 Headings; Definitions. The Section and other headings contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement. Wherever in this
Agreement words indicating the plural



53









 







number appear, such words shall be considered as words
indicating the singular number and vice versa where the context indicates the propriety of such
use.



     Section 15.10 Construction. References to “applicable” Law or Laws with respect to a particular Person, thing or matter
will include only such Law or Laws as to which the Governmental Authority that enacted or
promulgated such Law or Laws has jurisdiction over such Person, thing or matter as determined under
the Laws of the United States or the foreign Governmental Authority, as applicable. Reference to
any United States legal term for any action, remedy, method of judicial proceeding, legal document,
legal status, court, official or any legal concept or thing shall in respect of any jurisdiction
other than the United States be deemed to include what most nearly approximates in that
jurisdiction to the United States legal term and any United States statutory provision will be
construed so as to include equivalent or analogous laws of any other relevant jurisdiction. Unless
the context requires otherwise, the words “include,” “including” and variations thereof mean
“including, without limitation,” and the words “hereof,” “hereby,” “herein,” “hereunder” and
similar terms refer to this Agreement as a whole and not any particular Section or Article in which
such words appear. The parties acknowledge that they and their attorneys have reviewed this
Agreement and have had the opportunity to negotiate fully all of its provisions, and that any rule
of construction to the effect that any ambiguities are to be resolved against the drafting party,
or any similar rule operating against the drafter of an agreement, shall not be applicable to the
construction or interpretation of this Agreement.



     Section 15.11 Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be
deemed to be an original, and all such counterparts shall together constitute but one and the same
instrument.



     Section 15.12 Expenses. Except as otherwise specifically provided herein, each of the parties shall bear its own
costs and expenses (including legal fees and expenses) incurred in connection with this Agreement
and the transactions contemplated hereby, provided that, for purposes of clarification, the Buyer
shall pay filing fees associated with filings related to the transactions contemplated hereby under
the HSR Act. A party in breach of this Agreement shall indemnify and hold harmless the other party
from and against all reasonable out-of-pocket expenses, including legal fees, incurred by such
other party by reason of the enforcement and protection of its rights under
this Agreement. The payment of such expenses is in addition to any other relief to which such
other party may be entitled.



     Section 15.13 Time of Essence. Time is of the essence with respect to this Agreement.



     Section 15.14 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.



     Section 15.15 Currency. Unless otherwise expressly indicated, all references to dollar amounts (including USD) in
this Agreement are expressed in U.S. dollars.



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     Section 15.16 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached and that any breach of this Agreement could not be adequately compensated in all
cases by monetary damages alone. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement.



ARTICLE XVI




DEFINITIONS




     Section 16.1 Definitions.



          (a) “Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation
by or before any Governmental Authority or arbitrator.




          (b) “Affiliate” means, with respect to any Person, any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such Person;
provided that in no event shall the Buyer or the Business Unit (after the Closing) be
treated as Affiliates of any Seller, nor shall any Person directly or indirectly controlled by
either the Buyer or the Business Unit (including its officers, directors and employees) as a result
of such Person’s relationship with such Buyer or the Business Unit be treated as an Affiliate of
any Seller. For this purpose, “control” means the power to direct the management of a Person
through the ownership of securities, by contract or otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.




          (c) “Air Perfection Employees” means James Morgan and Steven Stahl.




          (d) “Air Perfection Escrow Agreements” means the (i) Escrow Agreement-Management Retention
Account dated as of May 23, 2008 between the Seller, First Northern Bank, Air Perfection, Inc. and
James Morgan and (ii) Escrow Agreement-Management Retention Account dated as of May 23, 2008
between the Seller, First Northern Bank, Air Perfection, Inc. and Steven Stahl.




          (e) “Air Perfection Indemnity Claim” means any claim of the Seller for indemnity relating to
the net asset value purchase price adjustment and accounts receivable guaranty provisions included
in the Air Perfection Purchase Agreement




          (f) “Air Perfection Purchase Agreement” means the Agreement of Purchase and Sale of Assets
dated May 23, 2008 between Air Perfection, Inc., the Seller, James Morgan and Steven Stahl.




          (g) “Ancillary Documents” means the Supply Agreement, the Transition Services Agreement, the
Equity Purchase Agreement, the Seller Closing Certificate and the Buyer Closing Certificate and the
other agreements to be delivered pursuant to ARTICLE XII.





55









 








          (h) “Asbestos Claim” means any Third-Party Claim against any Buyer Party alleging that such
Person has liability for death, bodily injury or illness resulting from exposure to asbestos or
asbestos-containing materials contained in any product manufactured or sold by the Business Unit
prior to the Closing Date, including the Business Unit as operated by (a) the Seller or any of
Seller’s Affiliates, or (b) any predecessor in interest to any business now or previously operated
by the Seller or any of the Seller’s Affiliates.




          (i) “Assumed Liabilities” means all liabilities and obligations (whether known or unknown,
asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated,
and whether due or to become due) of the Seller and its Affiliates to the extent they relate to,
arise or have arisen out of or are related to the conduct of the business of the Business Unit at,
prior to or after the Closing and are not Retained Liabilities (provided that all obligations of
Q-Tech shall remain obligations of Q-Tech). For purposes of clarification and example, if a
liability relates 80% to the Business Unit and 20% not to the Business Unit, then the liability
shall be an Assumed Liability to the extent of such 80% relationship. Assumed Liabilities include
without limitation:





          (i) All liabilities and obligations incurred by the Seller in the conduct of the
business of the Business Unit;




          (ii) All liabilities and obligations of the Seller under Governmental Orders and under
Contracts included in the U.S. Assets regardless of when such liabilities and obligations
arose;




          (iii) All liabilities and obligations arising out of, resulting from or relating to
Actions, whether founded upon negligence, breach of warranty, strict liability in tort
and/or other similar legal theory, seeking compensation or recovery for or relating to
injury to a Person or damage to property arising out of a defect or alleged defect of a
Product (excluding specifically those set forth in the definition of Retained Liability);




          (iv) All warranty liabilities and obligations to repair or service any Products sold
prior to, at or following the Closing;




          (v) All liabilities and obligations arising out of the Buyer’s obligations under this
Agreement;




          (vi) Any wages, compensation, vacation or sick pay to Employees, including federal,
state, provincial and local Income Tax withholding, Social Security Tax contributions (by
both the Seller and Employees) and unemployment Tax contributions with respect to wages and
compensation, earned on or prior to the Closing Date.




          (vii) All liabilities and obligations with respect to all incurred but not reported
claims as well as all reported workers’ compensation claims and short term disability claims
of Employees.




          (viii) All liabilities and obligations with respect to all incurred but not reported
claims as well as all reported claims under the health, surgical, dental and other



56









 







welfare
benefit plans covering Employees, to the extent, as a result of the Seller’s ordinary course
of business (consistent with past practices), any of the foregoing remain unpaid as of the
Closing Date;




          (ix) Any ad valorem Taxes to the extent reflected as a liability on the Closing Date
Balance Sheet;




          (x) All liabilities and obligations arising out of, resulting from or relating to
Environmental Law, Environmental Matters or Hazardous Materials that are not Retained
Liabilities;




          (xi) All liabilities and obligations arising out of, resulting from or relating to
Actions against the Seller with respect to the Business Unit, excluding only any Actions
which are Retained Liabilities;




          (xii) All liabilities under outstanding guarantees of the Seller and any of their
Affiliates with respect to obligations of the Business Unit (except to the extent the
underlying obligation constitutes a Retained Liability), to the extent such underlying
obligation relates to another Assumed Liability;




          (xiii) Any other liabilities and obligations in the nature of torts, violations of law
or breaches of contract occurring on, prior to or after the Closing in respect of the
Business Unit, except for Retained Liabilities;




          (xiv) All obligations under the Retention Agreements; and




          (xv) obligations under the Air Perfection Purchase Agreement.


in each case, excluding only the Retained Liabilities.




          (j) “Business Day” means a day other than a Saturday or a Sunday or any other day on which
commercial banks in Charlotte, North Carolina are generally closed for business.




          (k) “Business Unit” means the Quincy business unit as currently operated and conducted by the
Seller and Q-Tech, including, without limitation, under the trade names “Quincy”, “Ortman”, “Air
Perfection”, “Air Science Engineering” and “Q-Tech” and, including, without limitation, the
operations with respect to the design, manufacture, marketing and sale and servicing (including
system audits) of air compressors, vacuum pumps, air treatment products, gas compressors and
cylinders, as well as the marketing and sale of dryers and filters, excluding for purposes of
clarification, the Seller’s CPI (Compressor Products International) business.




          (l) “Buyer Parties” means each of the Buyer and the Buyer’s Affiliates and each of their
respective employees, agents, officers, directors and shareholders.




          (m) “Cash” means the amount of cash and cash equivalents held in the bank accounts of the
Seller in respect of the Business Unit as of the Closing, including checks or drafts




57









 







received by
the Seller or an Affiliate for which the Seller or an Affiliate has not received funds on or prior
to the Closing Date, certificates of deposit, deposits, marketable securities and the proceeds of
accounts receivable paid prior to the Closing Date as well as any bank accounts.




          (n) “China” means the People’s Republic of China.




          (o) “Chinese Buyer” means Atlas Copco (China) Investment Company Ltd.




          (p) “China Closing Date” means the date on which the China Equity Capital is transferred to
the Chinese Buyer, or the date the assets and liabilities of Q-Tech are transferred to Chinese
Buyer in accordance with Section 7.4.




          (q) “China Equity Capital” means all of the interest in the registered capital of Q-Tech.




          (r) “China Leased Property” means the real property described in Section 16.1(r) of
the Seller Disclosure Schedule.




          (s) “China Outside Date” means the first anniversary of the date of this Agreement (extended
for an additional period of time equal to any period during which the Seller has not complied with
its covenants contained in this Agreement regarding the transfer of the China Equity Capital to the
Buyer and the obtaining of the China Approval).




          (t) “Chinese Authority” means the relevant Ministry of Commerce and Administration for
Industry and Commerce in China which are responsible for the approval and registration of the
transfer of Q-Tech’s China Equity Capital.




          (u) “Code” means the Internal Revenue Code of 1986, as amended.




          (v) “Employees” means all U.S. Employees and all internationally-based employees of the Seller
and its Affiliates whose services are primarily dedicated to the Business Unit (other than Q-Tech),
but excluding the Retained Employees.




          (w) “Encumbrance” means any security interest, pledge, mortgage, lien (including environmental
and Tax liens), charge, encumbrance, easement, deed of trust, right of way, encroachment, license
to third parties, adverse claim, option or other right to acquire an interest, right of first
refusal, or other restriction of any kind, including any restriction on the use, voting, transfer,
receipt of income or other exercise of any attributes of ownership.




          (x) “EnPro Credit Agreement” means the Amended and Restated Loan and Security Agreement, dated
April 26, 2006 by and among Coltec Industries Inc, Coltec Industrial Products LLC, Garlock Sealing
Technologies LLC, GGB LLC, Corrosion Control Corporation and Stemco LP, as Borrowers; EnPro
Industries, Inc., as Parent; QFM Sales and Services, Inc., Coltec International Services Co,
Garrison Litigation Management Group, Ltd., GGB, Inc., Garlock International Inc, Stemco Delaware
LP, Stemco Holdings, Inc., Stemco Holdings Delaware, Inc. and Garlock Overseas Corporation, as
Subsidiary Guarantors; the various financial institutions listed on the signature pages thereof, as
Lenders; Bank of America, N.A., as Agent and Issuing Bank; and Banc of America Securities LLC, as
Sole Lead Arranger and Sole Book Manager.




58









 








          (y) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.




          (z) “ERISA Affiliate” means each business or entity which is a member of a “controlled group
of corporations,” under “common control” or an “affiliated service group” with the Seller within
the meaning of Sections 414(b), (c) or (m) of the Code, or required to be aggregated with the
Seller under Section 414(o) of the Code, or is under “common control” with the Seller, within the
meaning of Section 4001(a)(14) of ERISA.




          (aa) “ERISA Plan” means a Benefit Plan (other than a Multiemployer Plan as defined in
4001(a)(3) of ERISA) which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code or Section 302 of ERISA.




          (bb) “Excluded Assets” means the following assets, in each case, to the extent not included on
the Closing Date Balance Sheet:





          (i) Cash of the Seller;




          (ii) Any capital stock or other equity interests of any Person, other than the China
Equity Capital, and such capital stock or other equity interest that does not relate to the
Business Unit;




          (iii) Any rights relating to any Intercompany Obligations, other than Intercompany
Trade Accounts Payable and Intercompany Trade Accounts Receivable;




          (iv) Any assets of the Seller or its Affiliates not primarily related to or used
primarily by the Business Unit prior to the Closing;




          (v) Copies of any books and records relating to the Business Unit that either the
Seller or any of its Affiliates is required to retain under applicable Law;




          (vi) Any prepaid expenses or other prepaid assets not reflected on the Closing Balance
Sheet (but only to the extent not assignable to the Buyer because the Contract under which
such prepayment is made is not assignable to the Buyer);




          (vii) All current and deferred United States and China federal, state, provincial and
local Tax assets and refunds (including interest) arising out of the conduct of the Business
Unit prior to the Closing;




          (viii) All Insurance Policies (including property insurance relating to, but not owned
by, Q-Tech, but excluding any liability insurance of Q-Tech) and any rights of the Seller or
any of their Affiliates with respect thereto, except for rights under Insurance Policies for
claims that relate to Q-Tech and its operations prior to the China Closing Date and subject
to the terms of the Transition Services Agreement, subsequent to the China Closing Date;



59









 






          (ix) All assets related to selling, general and administrative services afforded to the
Business Unit by the Parent or its Affiliates, including any site license for the corporate
financial reporting system, or held by the Parent at the corporate level and not necessary
to the conduct of the Business Unit or used to provide services to Buyer pursuant to the
Transition Services Agreement;




          (x) All rights of the Seller arising under this Agreement and the Ancillary Documents;




          (xi) All rights of the Seller arising under the Union Contract and the Contracts set
forth on Section 16.1(bb)(xi) of the Seller Disclosure Schedule (the “Excluded
Contracts”);




          (xii) All assets, whether or not used in the conduct of the Business Unit, which are
identified as Excluded Assets on Section 16.1(bb)(xii) of the Seller Disclosure
Schedule;




          (xiii) Except (i) as specifically provided in ARTICLE X, and (ii) for assets
related to Benefit Plans covering current or former employees of Q-Tech, assets of any
Benefit Plan sponsored, maintained or contributed to by the Seller or any ERISA Affiliates
of the Seller;




          (xiv) All rights under the Union Pension Plan;




          (xv) Any non-assignable Permits and Environmental Permits;




          (xvi) All rights, causes of action and claims that may be asserted against third
parties arising out of any of the Excluded Assets described in subparagraphs (i) through
(xv) hereof or any of the Retained Liabilities, including any rights to reimbursement from
third parties for damages, fees or expenses; and




          (xvii) All Intercompany Rights, other than the Intercompany Trade Accounts Receivable;




          (xviii) The Air Perfection Escrow Agreements but only to the extent of the Seller’s
rights therein pursuant to Section 8.5;




          (xix) The Air Perfection Indemnity Claims; and




          (xx) The Company-wide Contracts.



          (cc) “Funded Debt” means the principal of and accrued interest (if any) owed by the Seller,
the Parent or their Affiliates with respect to the Business Unit for money borrowed or funded
indebtedness or issued in substitution for or exchange for borrowed money or funded indebtedness
(including obligations in respect of principal, accrued interest, and any applicable prepayment,
breakage or other premiums, fees or penalties), including indebtedness evidenced by any note, bond,
debenture or other debt security, bank overdrafts to the extent not included in accounts payable,
any obligations with respect to the termination of any interest rate hedging or




60









 







swap agreements,
and the obligations of the Seller under the EnPro Credit Agreement; provided,
however, that Funded Debt shall not include (i) any Intercompany Obligations, (ii) any
amounts in the nature of trade payables, or (iii) capital lease obligations.




          (dd) “GAAP” means U.S. generally accepted accounting principles.




          (ee) “Governmental Approval” means the required filings with, notice to, consent or approval
of, any Governmental Authority.




          (ff) “Governmental Authority” means any United States federal, state, provincial or local or
any foreign government, governmental, regulatory or administrative authority, instrumentality,
agency or commission or any court, tribunal, judicial or arbitral body.




          (gg) “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Authority.




          (hh) “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the regulations thereunder.




          (ii) “HSR Commitment” means the sum of (a) the aggregate amount of out-of-pocket expenses
incurred by the Buyer (including, without limitation, fees for attorneys’ and other experts) after
the date hereof in connection with resolving any objections asserted by any Governmental Authority
challenging the transactions contemplated by this Agreement as violative of any anti-trust Law or
in obtaining HSR Act clearance, plus (b) the sales as
determined on a trailing twelve month basis prior to the date hereof of (i) any business (or
portion thereof) or product line of the Buyer which is required to be divested pursuant to
Section 6.3(d), or (ii) any business (or portion thereof) of the Business Unit which is
required to be excluded from the sale to the Buyer pursuant to Section 6.3(d) (without any
reduction to the Purchase Price payable to the Seller), in each case in order to obtain the
relevant approvals under the HSR Act to consummate the transactions contemplated by this Agreement.




          (jj) “Hired Employee” means an Employee hired by the Buyer as of the Closing.




          (kk) “Income Taxes” means any federal, state, provincial or local income, capital, alternative
minimum and franchise or other similar Tax, duty, governmental charge or assessment imposed by or
on behalf of a Governmental Authority that is based on or measured by income or capital (including
interest and penalties on any of the foregoing).




          (ll) “Intellectual Property” means:





          (i) All inventions (whether patentable or unpatentable and whether or not reduced to
practice), and all United States and foreign patents and patent applications with respect to
such inventions;




          (ii) All United States and foreign trademarks, service marks, trade dress, logos, trade
names and corporate names, together with all translations, adaptations,



61









 







derivations and
combinations and including all associated goodwill, and all applications, registrations and
renewals thereof;




          (iii) All copyrights in works of authorship, and all applications for copyright
registration, copyright registrations and renewals;




          (iv) All mask works and all applications, registrations and renewals in connection
therewith;




          (v) All trade secrets and confidential business information (including proprietary
ideas, research and development, know-how, formulas, compositions, manufacturing and
production processes and techniques, technical data, patterns, industrial designs, drawings,
specifications, customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals);




          (vi) All domain names and computer software (including data and related documentation);
and




          (vii) All other proprietary rights.



          (mm) “Intercompany Obligations” means all accounts or other payables owed by the Seller to an
Affiliate of the Seller as of the Closing Date in connection with the operation of the Business
Unit, other than Intercompany Trade Accounts Payable.




          (nn) “Intercompany Rights” means all accounts or other payables owed to the Seller by any
Affiliate of the Seller as of the Closing Date in connection with the operation of the Business
Unit, other than the Intercompany Trade Accounts Receivable.




          (oo) “Intercompany Trade Accounts Payable” means all trade accounts payable owed by the Seller
or Q-Tech as of the Closing Date in connection with the operation of the Business Unit to any
Affiliate of the Seller, in the case of the Seller, or of Q-Tech, in the case of Q-Tech, for goods
and services purchased or sold in the ordinary course, but only to the extent included on the
Closing Balance Sheet.




          (pp) “Intercompany Trade Accounts Receivable” means all trade accounts receivable owed to the
Seller or Q-Tech in connection with the operation of the Business Unit by any Affiliate of the
Seller, in the case of the Seller, or of Q-Tech, in the case of Q-Tech, for goods and services
purchased or sold in the ordinary course, but only to the extent included on the Closing Balance
Sheet.




          (qq) “knowledge” of the Seller or “the Seller’s knowledge” means the actual knowledge of (a)
the individuals listed on Section 16.1(qq) of the Seller Disclosure Schedule and (b) all of
the lawyers in the legal department of the Parent.




          (rr) “Law” means any federal, state, local, provincial or foreign statute, law, ordinance,
regulation, rule, code, order or other requirement or rule of law.





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          (ss) “Leased Property” means the China Leased Property and the U.S. Leased Property.




          (tt) “Material Adverse Effect” means any change, event, occurrence or state of facts which
individually or when taken together has had or is reasonably likely to (i) have a material adverse
effect on the business, properties, assets, results of operations or financial condition of the
Business Unit, taken as a whole, or (ii) have a material adverse effect on the ability of the
Seller or Parent to perform its obligations under this Agreement and the Ancillary Documents (other
than Governmental Approvals required under the HSR Act, approval of the transfer of China Equity
Capital by the relevant China authorities and as set forth in Section 4.3 of the Seller
Disclosure Schedule), but excluding any effect resulting from or relating to (a) general political
or economic conditions, general financial and capital market conditions (including changes in
currency or interest rates or commodity prices) or general effects on any of the industries in
which the Business Unit is engaged, or, in each case, any changes therein (including as a result of
(i) geopolitical conditions, including an outbreak or escalation of hostilities involving the
United States, China or any other country or the declaration by the United States, China or any
other country of a national emergency or war, or (ii) the occurrence of any other natural disaster,
calamity or crisis (including any act of terrorism)), (b) any change or effect as a result of a
decline in the industries in which the Business Unit operates, (c) any changes in Law, GAAP or any
authoritative interpretations thereof of general application, (d) the execution and delivery of
this Agreement or the public announcement or the becoming public of the transactions contemplated
by this Agreement, (e) any change in the financial condition or results of operation of the
Business Unit caused directly by the pending sale of the Business Unit to the Buyer, including the
impact thereof on the relationships, contractual or otherwise, of the
Business Unit with employees (including union employees and including with respect to the
Union Contract), labor unions, distributors, customers, suppliers or partners, (f) any action taken
or failed to be taken by the Seller or any of its Affiliates or representatives at the request of
the Buyer or that is required or contemplated by this Agreement, or (g) seasonal reductions in
revenues and/or earnings of the Business Unit in the ordinary course of business.




          (uu) “Owned Real Property” means the real property described in Section 16.1(uu) of
the Seller Disclosure Schedule and all improvements thereon.




          (vv) “Permitted Encumbrances” means (i) statutory liens for Taxes (including Tax assessments)
not yet delinquent or the validity of which are being contested in good faith by appropriate
Proceedings with appropriate reserves that are required by the terms of this Agreement to be
reflected on the Closing Balance Sheet; (ii) mechanics’, carriers’, workers’, repairmen’s and other
similar liens arising or incurred in the ordinary course of business with respect to charges not
yet due and payable; (iii) all matters that would be shown by a current (as of the date of this
Agreement), accurate survey of the Owned Real Property and those Encumbrances that would be
disclosed on a current, accurate title report of the Owned Real Property and any reservations or
exceptions in the original grant of any Owned Real Property contained in a document duly recorded
in the real estate records relating to such Owned Real Property; (iv) statutory liens incurred in
the ordinary course of business in connection with worker’s compensation, unemployment insurance,
or other forms of governmental insurance or benefits; (v) easements, covenants, conditions, rights
of way, encroachments, reservations, restrictions and similar matters or conditions affecting or
burdening the Owned Real Property




63









 







which do not materially interfere with the beneficial use and
enjoyment of such Owned Real Property or the ingress thereto or egress therefrom as currently used
in connection with the Business; (vi) zoning, building, fire, health, environmental and pollution
control Laws, ordinances, rules and safety regulations and other similar legal requirements which
do not materially interfere with the beneficial use and enjoyment of such Owned Real Property or
the ingress thereto or egress therefrom as currently used in connection with the Business; and
(vii) acts done, or suffered to be done by, and judgments against, the Buyer or any of its
Affiliates (excluding Q-Tech) and those claiming by, through or under the Buyer or any of its
Affiliates (excluding Q-Tech).




          (ww) “Person” means any individual, partnership, firm, corporation, association, trust,
limited liability company, unincorporated organization or other entity, as well as any syndicate or
group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.




          (xx) “Products” means all goods, materials and products developed, manufactured or distributed
by the Business Unit.




          (yy) “Q-Tech” means Kunshan Q-Tech Air System Technologies Ltd., a wholly foreign owned
enterprise established in Kunshan, China.




          (zz) “Retained Employees” means those employees of the Seller listed in Section
16.1(zz) of the Seller Disclosure Schedule and those employees of the Seller with respect to
the Business Unit on long term medical disability leave as of the Closing Date.




          (aaa) “Retained Liabilities” means the following liabilities and obligations of the Seller:





          (i) All of the Seller’s obligations under this Agreement or the Ancillary Documents;




          (ii) Intercompany Obligations, other than Intercompany Trade Accounts Payable;




          (iii) Except as set forth in Section 9.3, all liabilities for current and
deferred United States or China federal, state, provincial and local Taxes of the Seller for
any period prior to the Closing, other than ad valorem Taxes accrued on the Closing Balance
Sheet;




          (iv) Funded Debt;




          (v) All liabilities, obligations, including defense costs, resulting from, or relating
to, Asbestos Claims;




          (vi) All liabilities and obligations related to any Hazardous Material located at, on,
or under any facility or real property formerly owned or leased by the Seller or any of its
Affiliates or predecessors with respect to the Business Unit;



64









 






          (vii) the Environmental liabilities described in Section 16.1(aaa)(vii) of the
Seller Disclosure Schedule and the Interim Period Environmental Issues;




          (viii) All liabilities and obligations related to or arising out of Excluded Assets;




          (ix) All liabilities and obligations arising in connection with the employment by the
Seller of any Retained Employee, including unpaid wages, compensation, vacation, sick pay,
Income Tax withholding, Social Security Tax contributions, unemployment Tax contributions,
employment insurance contributions (by both the Seller and Retained Employees), unemployment
Tax contributions with respect to same, workers’ compensation claims, long and short term
disability claims and claims under the health, surgical, dental and other welfare benefit
plans covering such Retained Employees;




          (x) All liabilities and obligations under the Union Pension Plan;




          (xi) All liabilities and obligations with respect to Employees of the Business Unit who
are retired on the Closing Date;




          (xii) All obligations under the EnPro Industries, Inc. Annual Performance Plan, the
EnPro Industries, Inc. Long Term Incentive Plan and any other Seller Benefit Plans that are
pension plans, equity based plans or, to the extent such obligations relate to employees
other than Business Unit Employees, any other ERISA Plans;




          (xiii) All Actions and other litigation pending before a Governmental Authority against
the Seller or against Q-Tech on the Closing Date, including, without limitation, those set
forth in Section 4.11 of the Seller Disclosure Schedules;




          (xiv) All liabilities under the Union Contract;




          (xv) All liabilities of the Seller for Taxes that are not Assumed Liabilities;




          (xvi) Any liability or obligation resulting from any product liability Action claimed
or commenced against the Buyer or its Affiliates based on a claim alleging injury to person
or property by a product sold by the Business Unit prior to the Closing; but only to the
extent the injury to person or property giving rise to such Action occurred prior to the
Effective Time; and




          (xvii) Any liabilities for the payment of retention amounts relating to the Air
Perfection Escrow Agreements as set forth in Section 8.5.



     Notwithstanding the foregoing, no liability or obligation of Q-Tech shall be a Retained
Liability.



65









 





          (bbb) “Retention Agreement” means the Retention Agreements between the Seller and the
individuals listed in Section 16.1(bbb) of the Seller Disclosure Schedule entered into on
or about December 9, 2009.




          (ccc) “Retirement Program” means the Retirement Program for Employees of EnPro Industries,
Inc.




          (ddd) “Seller Parties” means the Seller and the Seller’s Affiliates and each of their
respective employees, agents, officers, directors and shareholders.




          (eee) “Subsidiaries” means, with respect to any Person, any corporation or other form of legal
entity of which more than 50% of the outstanding voting securities are on the date hereof directly
or indirectly owned by such Person.




          (fff) “Taxes” means all federal, state, local, foreign and provincial income, capital gains,
gross receipts, profits, property, transfer, sales, use, mercantile, value added, capital, capital
stock, franchise or other taxes, including estimated taxes relating thereto and any interest and
penalties imposed thereon.




          (ggg) “Tax Period” means the results of operations for taxable years or any other period
treated as a taxable year.




          (hhh) “Tax Return” means any return, declaration, report, claim for refund, or information
return or statement related to Taxes, including any schedule or attachment thereto, and including
any amendment thereof.




          (iii) “Transferred Intellectual Property” means all of the rights of Seller and Q-Tech in that
Intellectual Property that is owned, used or held for use by the Seller or Q-Tech primarily in the
conduct of the business of the Business Unit.




          (jjj) “Union Contract” means the Agreement by and between the Quincy Compressor Division of
Seller District No. 9 and Lodge No. 822 International Association of Machinists and Aerospace
Workers, Quincy, Illinois, effective as of June 2, 2007, as amended.




          (kkk) “Union Pension Plan” means the pension plan between Quincy Compressor Division (Division
of Coltec Industries Inc.) and Lodge 822 of the International Association of Machinists and
Aerospace Workers.




          (lll) “U.S. Assets” means, subject to Section 1.3, all assets, properties, rights and
privileges used or held for use by the Seller in the conduct or operation of the business of the
Business Unit, including all of the Seller’s rights, title and interests in and to the following
assets primarily used or held for use by the Seller in its conduct or operation of the business of
the Business Unit as of the Closing:





          (i) All notes and accounts receivable, including Intercompany Trade Accounts
Receivable;



66









 






          (ii) All deposits and prepaid and similar items, including all prepaid expenses,
advance payments, employee travel and expense advances and other prepaid items, all to the
extent assignable to the Buyer (which items, if not assignable because the applicable
Contract under which such prepayment arises is not assignable, will be deemed to be Excluded
Assets);




          (iii) All inventories, wherever located, including inventories of raw materials,
finished goods, parts, operating supplies, work-in-process, and packaging;




          (iv) The Owned Real Property and the Seller’s leasehold interest in the U.S. Leased
Property;




          (v) All owned or leased personal property, including all machinery and equipment,
supplies, packaging, materials, tools, patterns and tooling, trade fixtures, computer
equipment and systems, software, materials, furniture, and office equipment;




          (vi) The owned or leased automobiles, trucks, or other vehicles;




          (vii) All supplier lists and all Contracts for the purchase of goods or services,
including all such items relating to the purchase of capital assets, products and supplies;




          (viii) All customer lists and all Contracts for the sale of Products and services;




          (ix) All Contracts, including all leases (whether or not capitalized) including those
listed on Section 4.19(b) of the Seller Disclosure Schedule, licenses, conditional
sale or title retention agreements and guarantees;




          (x) All Actions and all rights under indemnities, representations, warranties and
guarantees made by suppliers, manufacturers, contractors or other third parties related to
the U.S. Assets or Assumed Liabilities and the right to collect damages or proceeds in
connection therewith;




          (xi) All Transferred Intellectual Property;




          (xii) All Permits and Environmental Permits to the extent assignable, including the
Permits and Environmental Permits listed in Section 4.5 of the Seller Disclosure
Schedule;




          (xiii) All business books and records, including all financial, operating, inventory,
personnel, warranty, payroll and customer records, supplier lists, purchasing and sales
records, catalogs and all sales and promotional literature, correspondence and files to the
extent such books and records may be transferred in accordance with applicable Law;
provided, however, that in the event that any such books or records are
subject to any legal privilege, the parties agree to cooperate to protect such privilege to
the extent practicable;



67









 






          (xiv) The Cash and other assets of the Benefit Plans expressly required to be
transferred to the Buyer pursuant to ARTICLE X, and of the Benefit Plans sponsored or
maintained by Q-Tech; and




          (xv) All partnership interests or any other equity interests.



          (mmm) “U.S. Employees” means the individuals employed in that part of the Business Unit
carried on by the Seller immediately before the Closing Date (other than the Retained Employees),
whether active or inactive and including individuals on short-term leave, FMLA leave, military
leave or other similar status, which individuals on such leave as of December 17, 2009 are listed
in Section 16.1(mmm) of the Seller Disclosure Schedule.




          (nnn) “U.S. Leased Property” means the real property described in Section 16.1(nnn) of
the Seller Disclosure Schedule.




     Section 16.2 Other Defined Terms.



	 	 	 
	Defined Term	 	Defined In
	 
	 	 
	Agreement

	 	Preamble
	Allocation Schedule

	 	Section 1.6
	Assignment and Assumption

	 	Section 12.3(e)
	Agreement
	 	 
	Base Purchase Price

	 	Section 1.2
	Books and Records

	 	Section 8.1(a)(ii)(A)
	Business Unit Employees

	 	Section 4.13
	Buyer

	 	Preamble
	Buyer Closing Certificate

	 	Section 12.3(d)(iv)
	Buyer Disclosure Schedule

	 	ARTICLE V
	Buyer Material Adverse Effect

	 	Section 5.1
	Base Purchase Price

	 	Section 1.2
	Cap

	 	Section 13.2(b)
	CERCLA

	 	Section 4.20(g)
	China Approval

	 	Section 7.4
	China Base Purchase Price Amount

	 	Section 7.32
	China Closing Date

	 	Section 3.1
	Closing

	 	Section 3.1
	Closing Balance Sheet

	 	Section 2.1
	Closing Date

	 	Section 3.1
	Closing Payment

	 	Section 3.2(a)(iv)
	Common Law Marks

	 	Section 4.9(a)
	Company Wide Contract

	 	Section 4.10
	Competitive Products

	 	Section 7.1
	Confidentiality Agreement

	 	Section 6.5
	Contract

	 	Section 4.10
	Damages

	 	Section 13.2(a)
	Deductible

	 	Section 13.2(b)
	Effective Time

	 	Section 3.1






68









 






	 	 	 
	Defined Term	 	Defined In
	 
	 	 
	Environmental Laws

	 	Section 4.20(g)
	Environmental Matters

	 	Section 4.20(g)
	Environmental Permits

	 	Section 4.20(c)
	Environmental Studies

	 	Section 6.8
	Excluded Contracts

	 	Section 16.1(bb)(xi)
	Final Order

	 	Section 14.1(b)
	Financial Statements

	 	Section 4.6
	Hazardous Materials

	 	Section 4.20(g)
	Indemnification Payment

	 	Section 13.5(c)
	indemnified party

	 	Section 13.1
	indemnifying party

	 	Section 13.1
	Independent Accountant

	 	Section 2.2(c)
	Information Maintenance Period

	 	Section 8.1(a)(ii)
	Insurance Policies

	 	Section 4.12
	Interim Period Environmental 

Issue

	 	Section 6.8
	material

	 	Section 16.1
	Material Contracts

	 	Section 4.10
	Noncompete Period

	 	Section 7.1
	Other Claim

	 	Section 13.3(b)
	Other Claim Notice

	 	Section 13.3(b)
	Outside Date

	 	Section 14.1(b)
	Parent

	 	Preamble
	Permits

	 	Section 4.5
	Proceeding

	 	Section 11.4
	Purchase Price

	 	Section 1.2
	Qualified Plans

	 	Section 4.13(e)
	Release

	 	Section 4.20(g)
	Response Action

	 	Section 4.20(f)
	Seller Closing Certificate

	 	Section 12.2(d)(iv)
	Seller Disclosure Schedule

	 	ARTICLE IV
	Seller Non-U.S. Benefit Plans

	 	Section 4.13(a)
	Seller Savings Plan

	 	Section 10.5
	Seller U.S. Benefit Plans

	 	Section 4.13
	Supply Agreement

	 	Section 3.2(a)(i)
	Third Party Claim

	 	Section 13.3(a)
	Third Party Claim Notice

	 	Section 13.3(a)
	Total Net Asset Amount

	 	Section 2.1
	Transition Services Agreement

	 	Section 3.2(a)(ii)
	Valid Claim Notice

	 	Section 13.1
	Valid Other Claim Notice

	 	Section 13.3(b)
	Valid Third Party Claim Notice

	 	Section 13.3(a)
	WARN Act

	 	Section 10.7






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     IN WITNESS WHEREOF, the Parent, the Seller, the Buyer and the Chinese Buyer have each caused
this Agreement to be executed as of the day, month and year first above written.



	 	 	 	 	 
	 	PARENT:



ENPRO INDUSTRIES, INC.

 	 
	 	By:  	/s/ Stephen E. Macadam
 	 
	 	 	Name:  	Stephen E. Macadam 	 
	 	 	Title:  	President 	 
	 
	 	SELLER:



COLTEC INDUSTRIES, INC.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	 	Name:  	Richard L. Magee 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	BUYER:



FULCRUM ACQUISITION LLC

 	 
	 	By:  	/s/ Mark Cohen
 	 
	 	 	Name:  	Mark Cohen 	 
	 	 	Title:  	President 	 
	 
	 	CHINESE BUYER:



ATLAS COPCO (CHINA) INVESTMENT COMPANY LTD.

 	 
	 	By:  	/s/ Thomas Kung
 	 
	 	 	Name:  	Thomas Kung 	 
	 	 	Title:  	Charirman 	 
	 




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