Exhibit 10.1


 


Execution Copy


 


AGREEMENT


 


This
Agreement is entered into as of the 17th day of September 2004, between DYNAMIC
MATERIALS CORPORATION, a Delaware corporation (“DMC”), acting through its
unincorporated division SPIN FORGE (“DMC/SF”) and AEROJET-GENERAL CORPORATION,
an Ohio corporation (“Aerojet”).


 


RECITALS


 


WHEREAS, DMC/SF is the owner and operator of certain
technology, equipment and tooling used in the manufacture of certain rocket
motor case and pressure tanks manufactured at DMC/SF’s El Segundo facility (the
“Facility”);


 


WHEREAS, DMC/SF is terminating all of its operations
at the Facility, including its rocket motor case and pressure tanks
manufacturing operations (the “Business”);


 


WHEREAS, DMC is leasing to Aerojet certain equipment
used in the manufacture of rocket motor case and pressure tanks (the “Spin
Forge Assets”);


 


WHEREAS, Aerojet desires to lease the Facility and
the Spin Forge Assets, and to acquire the necessary technology, in order to
manufacture rocket motor cases and pressure tanks and continue operation of the
Business, and DMC/SF is willing to lease the Facility and Spin Forge Assets and
sell the technology to Aerojet on the terms and conditions set forth in this
Agreement and the Ancillary Agreements (as hereinafter defined);


 


NOW,
THEREFORE, the parties agree as follows:


 


1.                  Ancillary
Agreements.  Concurrently with the execution and delivery
of this Agreement, the parties shall execute and deliver a Real Property Lease
with respect to the Facility which Aerojet shall lease from DMC/SF (the
“Sublease”), an Equipment Lease for the lease of the Spin Forge Assets (the
“Equipment Lease”), a Transition Services Agreement (the “TSA”) relating to
certain services to be provided by DMC to Aerojet after Closing in connection
with the transfer of the Business; and an Option Agreement relating to the Real
Property (the


 


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“Option Agreement”).  The Sublease, the Equipment Lease, the TSA
and the Option Agreement are referred to herein as the “Ancillary Agreements.”


 


2.                  Sale and Purchase
of Assets; Liabilities.


 


2.1            Sale and
Purchase.        Upon the terms and subject to the conditions of this Agreement, DMC/SF
shall sell, convey, assign, transfer and deliver to Aerojet, and Aerojet shall
purchase and acquire from DMC/SF, free and clear of any encumbrances, all of
DMC/SF’s right, title and interest in DMC/SF’s property and assets, tangible
and intangible, used in the Business and described below (but excluding the
Excluded Assets):


 


(a)             the property listed or described in Schedule
2.1(a), including, without limitation, usable inventory together with any
existing warranty by the manufacturers or sellers or lessors of any item or
component part thereof and all existing maintenance records and other documents
related thereto (collectively, the “Scheduled Property”);


 


(b)            the books and records, including business
records, books, models, tracings, films, slides, art work and printing plates,
tool drawings, plans, designs, blueprints, schematic drawings, engineering
data, computer software (object code, and, to the extent transferable, source
code) data and the like in the possession of and used by DMC/SF relating
specifically to the Business, including, records relating to the purchase of
materials, supplies and services, as set forth in Schedule 2.1(b); (collectively,
the “Books and Records”).


 


(c)             all right, title and interest to the
intangible personal property of DMC/SF used in connection with the Business as
currently conducted, including all copyrights, trademark and trade name rights
to the name “Spin Forge,” and any other Information used in connection with the
Business as currently conducted, as listed in Schedule 2.1(c), together with
the goodwill of the Business associated therewith.  “Information” means any and all documented and undocumented
information (including patents and patent applications), including software
code, documentation, maskworks, test algorithms, technical information, data
and drawings of whatever kind in whatever medium, specifications, know-how,
formulae, compositions, processes, designs, sketches, photographs, graphs,
drawings, samples, nonpatented inventions, discoveries, and ideas, past and
current manufacturing and distribution methods and processes, current and
anticipated customer requirements, price lists, part lists, customer lists,
market


 


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studies, business plans, database
technologies, systems, structures, architectures, improvements, devices,
concepts, methods and information, however documented, and any and all notes,
analysis, compilations, studies, summaries, and other material containing or
based, in whole or in part, on any information included in the foregoing.  “Spin Forge Technology” means Information,
including Information relating to the manufacture of ATACMS, HAWK, HSAD and
other rocket motor cases, as well as pressure tanks for the Minuteman and Delta
II rockets and certain forging and machining development work for General
Electric Corporation and Chart Industries owned by DMC/SF or for which DMC/SF
has a right to license to Aerojet without any cost to DMC/SF; that is or has
been used in or is necessary for the use in the operation of the Spin Forge
business or the manufacture of the Products. 
DMC/SF will promptly deliver to Aerojet, the Spin Forge Technology with
respect to the Products as set forth in Schedule 2.1(c);


 


(d)            the contracts listed in Schedule 2.1(d); and


 


(e)             the Licenses and Permits relating exclusively
to the Business and listed on Schedule 2.1(e).


 


All of the property and assets to be
transferred to Aerojet as set forth in Section 2.1 (a)-(e) is referred to
collectively as the “Acquired
Assets,” which the parties
hereto acknowledge does not include the assets subject to the Equipment Lease.


 


2.2            Excluded Assets. 
Notwithstanding anything to the contrary contained in Article 2.1 or
elsewhere in this Agreement, all assets of DMC/SF not described in Article 2.1
hereof (collectively, the “Excluded Assets”)
are not part of the sale and purchase contemplated hereunder, are excluded from
the Assets and shall remain the property of DMC/SF after the Closing.


 


2.3            Purchase Price.  The
aggregate purchase price for the Assets shall be One Million Six Hundred and
Sixty Six Thousand Nine Hundred and Twenty Seven Dollars ($1,664,927)  as determined by
the parties acting in good faith, such amount being equal to DMC/SF’s direct
costs plus manufacturing overhead, determined in accordance with applicable
federal acquisition regulations, cost accounting standards and generally
accepted accounting principles, but not to exceed contracted or budgeted value,
if such contracted or budgeted values


 


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exist. 
This lump-sum price shall be adjusted based on mutual agreement of
inventory value at the time of Closing. 
Payment will be made net ninety (90) days after the inventory enters
Aerojet’s manufacturing Work-in-Process accounts, but in no event later than
January 1, 2007. Aerojet shall notify DMC on the first day after the accounting
close of each month as to which products entered Work-in-Process in the prior
month.  The value the parties attributed
to each item included in the Scheduled Property shall be listed on Schedule 2.1(a),
as adjusted for sales and production activity through the Closing Date pursuant
to mutually-agreed upon criteria.


 


2.4            Liabilities.


 


(a)             No Assumed Liabilities.  Aerojet shall assume no liabilities of
DMC/SF in connection with the transactions contemplated by this Agreement.  Aerojet shall assume only those liabilities
of DMC/SF that are arising out of, relating to or otherwise in any respect of
contracts included in the Acquired Assets to the extent such obligations or
liabilities (1) arise out of events or conditions occurring after the Closing
Date or arise out of the operation of the Business after the Closing Date, or
(2) arise out of events or conditions occurring after the Closing Date. The
Assumed Liabilities include:


 


(i)
any Environmental Matter (as defined in Article 3.10 hereof) including but not
limited to (1) any violation, liability, penalty, cost, damage, fine, order,
judgment or obligation under Environmental Laws (as defined in Article 3.10
hereof) to the extent they arise out of acts or omissions occurring after the
Closing Date, (2) the presence of any and all environmental conditions,
environmental liabilities or Hazardous Substances (as defined in Article 3.10
hereof) at, in, by, from, or related to, the Facility or the operation of the
Business that arose, commenced, occurred or existed after the Closing Date; or
(3) the recycling, reclamation, incineration, or the arrangement of
transportation, by Aerojet in the operation of the Facility or of the Business
of any Hazardous Substances (as defined in Article 3.10 hereof) that occurred
after the Closing Date;


 


(ii)
any workplace safety liability arising under federal, state, or local
occupational safety laws for acts or incidents occurring after the Closing Date
(e.g., OSHA);


 


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(b)            Retained Liabilities.  All debts, liabilities, or obligations that
(1) arise out of events or conditions occurring on or prior to the Closing or
arise out of the operation of the Business at or prior to the Closing or (2)
arise, mature or become due at or prior to the Closing, shall remain the sole
responsibility of and shall be retained, paid, performed and discharged by
DMC/SF.  Aerojet shall not assume, pay,
or in any way be liable or responsible for any of such debts, liabilities, or
obligations (collectively, the “Retained Liabilities”), including but not
limited to:


 


(i)                any wages, salary, severance, bonuses,
commissions, vacation or holiday pay, post retirement medical benefits, fringe
benefits, long-term disability benefits, life insurance benefits, any duties,
obligations or liabilities arising under any employee benefit plan, policy or
practice, whether defined by ERISA or otherwise, relating to the Business
employees or other amounts due to any employees or former employees of the
Business which accrue on or before the date such employees become employees of
Aerojet (as provided in Article 6.1 hereof), including but not limited to
claims (for severance benefits and otherwise) by such employees that were
discharged or constructively discharged pursuant to the transactions
contemplated pursuant to this Agreement; as well as any federal, state, or
local government claims, audit charges, enforcement actions, or other
proceedings regarding labor, employment or socioeconomic issues;


 


(ii)             any liability or obligation of DMC/SF
relating to, resulting from, caused by, or arising out of the ownership,
operations or control of the Business (including but not limited to breach of
contract and warranty claims relating to products delivered prior to the Closing
Date, except for those products delivered to Aerojet) by DMC/SF,


 


(iii)          any Environmental Matter (as defined in Article 3.10 hereof) including
but not limited to (1) any violation, liability, penalty, cost, damage, fine,
order, judgment or obligation under Environmental Laws (as defined in Article
3.10 hereof) to the extent they arise out of acts or omissions occurring on or
prior to the Closing Date, (2) the presence of any and all environmental
conditions, environmental liabilities or Hazardous Substances (as defined in
Article 3.10 hereof) at, in, by, from, or related to, the Premises or the
operation of the Business that arose, commenced, occurred or existed prior to
the Closing Date; and (3) the recycling, reclamation, incineration, or the
arrangement of transportation, by


 


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DMC/SF in the operation of the Premises or of
the Business of any Hazardous Substances (as defined in Article 3.10 hereof)
that occurred on or before the Closing Date;


 


(iv)         any Worker’s Compensation liability;


 


(v)            any workplace safety liability arising under
federal, state, or local occupational safety laws (e.g., OSHA);


 


(vi)         any supplier or vendor liabilities, except as specifically agreed to at
Closing and pursuant to assignment or novation of any such contract.


 


3.                  Representations and Warranties of DMC/SF. 
DMC/SF represents and warrants to Aerojet as follows:


 


3.1            DMC is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
the power and authority to own its properties and to carry on its business as
now conducted.


 


3.2            DMC/SF has the power and authority to enter
into this Agreement and the Ancillary Agreements and to consummate the
transactions contemplated herein and therein. 
This Agreement has been duly executed and delivered by DMC/SF and the
Ancillary Agreements, upon execution by DMC/SF, will have been duly executed
and delivered by DMC/SF, and each such agreement is or upon execution will be a
valid and binding obligation of DMC/SF, enforceable against DMC/SF in
accordance with its terms.  Neither the
execution of this Agreement or the Ancillary Agreements by DMC/SF nor the
consummation of the transactions contemplated herein or therein by DMC/SF will
violate, conflict with or result in the breach of any provision of the
Certificate of Incorporation or Bylaws of DMC or any contract, agreement,
license, lease, sublease or arrangement or series of related contracts
(excluding purchase orders and customer orders in the ordinary course of
business), (i) which involves annual expenditures or receipts by DMC/SF of more
than $[25,000] or (ii) which provides for performance, regardless of amount,
over a period in excess of one year after the date of such contract, arrangement
or commitment, except as would not have a Material Adverse Effect.


 


3.3            Except as would not reasonably be likely to
have, individually or in the aggregate, a material adverse effect on the
operation of the Business (a “Material Adverse


 


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Effect”), no approval of or filing, other
than those approvals or filings that have been obtained or made, with any
foreign, federal, state or local court, authority or administrative agency is
necessary to authorize the execution and delivery of this Agreement and the
Ancillary Agreements by DMC/SF or the consummation of the transactions
contemplated herein and therein by DMC/SF.


 


3.4            To the knowledge of DMC/SF, as of the date
hereof there are no pending complaints, investigations or other enforcement
proceedings by OSHA or other state, county or local health and safety agencies
against DMC/SF relating to the equipment leased pursuant to the Equipment Lease
(the “Leased Equipment”) in a manner that would have a Material Adverse Effect.


 


3.5            To the knowledge of DMC/SF, as of the date
hereof there are no actions, claims, proceedings, and investigations
(“Actions”), including without limitation Actions for personal injuries,
products liability, or breach of warranty arising from products sold by DMC/SF,
threatened against DMC/SF or any properties or rights of DMC/SF (including,
without limitation, the patents, trademarks, copyrights, technology, know-how,
or processes sold pursuant to Sections 2.1(b) and (c) hereto), before any
court, arbitrator, or administrative or governmental body.  To the knowledge of DMC/SF, there are no
such Actions threatened challenging the validity or propriety of, or otherwise
relating to or involving, this Agreement, any Ancillary Agreement, or the
transactions contemplated hereby or thereby. 
To the knowledge of DMC/SF, no state of facts exists that would
constitute grounds for (i) the institution of any Action against DMC/SF or
against any properties or rights of DMC/SF, except for those Actions that would
not have a Material Adverse Effect, or (ii) the challenge of the validity or
propriety of the transactions contemplated by this Agreement or any other
Ancillary Agreement.  DMC/SF is not
subject to any judgment, order, or decree entered in any lawsuit or proceeding
that has materially adversely affected, or that can reasonably be expected to
materially affect, the transactions contemplated by this Agreement, DMC/SF, or
the Transferred Assets, including, without limitation, DMC/SF’s business practices
and its ability to acquire any property or conduct business in any way.


 


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3.6            Contracts and Commitments.


 


(a)             Schedule 3.6 hereto contains a complete list
of each contract and commitment of DMC/SF that is material to the operations,
assets, business, or financial condition of DMC/SF or that by its terms can
reasonably be expected to require future payment by or to DMC/SF of $25,000 or
more, including but not limited to the following:


 


(i)                all employment contracts and commitments
between the Business and its employees, other than those terminable by the
Business at will and without payment or penalty;


 


(ii)             all collective bargaining agreements and
union contracts to which the Business is a party;


 


(iii)          all contracts or commitments, written or oral, which involve annual
expenditures or receipts by the Business in excess of $25,000 with
distributors, brokers, manufacturer’s representatives, sales representatives,
service or warranty representatives, customers, and other persons, firms, or
corporations engaged in the sale or distribution of the Business’ products;


 


(iv)         all purchase orders issued by the Business in excess of $25,000, all
sales orders received by the Business in excess of $25,000, and all purchase or
sales orders that call for delivery or performance on a date more than one year
from the date of this Agreement;


 


(v)            all contracts and arrangements between the
Business or any person or entity that controls, is controlled by, or is under
common control with, the Business or any family member of any such person (such
entity or person, being hereinafter referred to as an “Affiliate”)


 


(b)            The Business is not a party to any written
agreement that would restrict it from carrying on any line of business anywhere
in the world.


 


(c)             Each of the contracts listed on Schedules
2.1(d) and 3.6 is valid and binding and has been entered into in the ordinary
course of business.  The Business is not
in default under or in material breach or violation of, and DMC/SF has not
received notice of any asserted claim of default by any other party under, or a
breach or violation of, any of the contracts, agreements, and commitments set
forth in Schedules 2.1(d) and 3.6 hereto.


 


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3.7            Title to Properties; Absence of Liens and Encumbrances. 
Except as set forth on Schedule 3.7 hereto, DMC/SF has good and
marketable title to or a valid leasehold interest in all of its properties and
assets, tangible and intangible, free and clear of all liens and
encumbrances.  There is no material
asset used or required by DMC/SF in the conduct of its business which is not
owned by the DMC/SF or licensed or leased to it pursuant to one of the licenses
or leases listed in Schedules 3.8 and 3.9 hereto.


 


3.8            Leases.  Schedule 3.8 hereto contains
a complete list of (i) each lease pursuant to which DMC/SF leases, as lessor or
lessee, any real property interest and (ii) each lease pursuant to which DMC/SF
leases, as lessor or lessee, any type of property where Aerojet’s inability to
acquire DMC/SF’s rights thereunder would have a Material Adverse Effect.  Each such lease is valid and binding and is
in full force and effect, subject only to exceptions based on bankruptcy,
insolvency or similar laws of general application, and, there are no existing
defaults by any party to any such lease, or any condition, event or act known
to DMC/SF which, with notice or lapse of time or both, would constitute such a
default.  Without limiting the
foregoing, DMC/SF is not in default under any of such leases, and DMC/SF has
not received any notice from any person asserting a default by DMC/SF under any
such lease.


 


3.9            Intellectual Property. 
DMC/SF owns, licenses, or otherwise has the right to use all Information
and Spin Forge Technology used in the Business as currently conducted.  Schedule 2.1(c) hereto contains a complete
and accurate list of (i) all patents, trademarks, copyrights, technology,
know-how, work instructions, and processes used or proposed to be used by
DMC/SF, all applications therefor, and all licenses and other agreements
relating thereto; and (ii) all agreements relating to technology, know-how, or
processes that DMC/SF is licensed or authorized to use by others or licenses or
authorizes others to use.  Except as set
forth in any of such licenses or agreements, DMC/SF has the sole and exclusive
right to use its patents, trademarks, copyrights, technology, know-how, and
processes identified in Schedule 2.1(c) and no consent of any third party is
required for the use thereof by Aerojet upon completion of the transfer of the
Acquired Assets.  To DMC/SF’s knowledge,
no claims have been asserted by any person to the use of any such patents,
trademarks, copyrights, technology, know-how, or processes, or challenging or
questioning the validity or effectiveness of any such license or agreement, and
DMC/SF knows of no valid basis for any such claims.  DMC/SF has not received


 


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any notice and is not aware of any facts or
alleged facts indicating that the use of such patents, trademarks, copyrights,
technology, know-how, or processes by DMC/SF infringes on the rights of any
other person. No additional proprietary rights other than those listed on
Schedule 2.1(c) are material to the conduct of the Business of DMC/SF.


 


3.10      Environmental Matters.  For
purposes of this Article 3.10, the property of DMC/SF shall mean the Facility
subject to the Sublease and the Leased Equipment.  Additionally, for purposes of this Article 3.10, “Hazardous
Substance” means any chemical, waste, pollutant, contaminant or toxic, reactive
or corrosive material or substance, or any other chemical, material, or
substance included in the definition of “pollutant,” “hazardous substances,” “hazardous
waste,” “hazardous materials,” “extremely hazardous substances,” “restricted
hazardous materials,” “toxic substances” or “toxic pollutants” or words of
similar import, the release of which is prohibited, limited or regulated by any
governmental authority under any Environmental Law.  Further, “Environmental Laws” means any U.S. federal, state,
county or local law, statute, or ordinance that regulates or relates to the
existence of, or provides a remedy for, release of Hazardous Substances, the
protection of the environment, natural resources or the environment, the
management of Hazardous Substances, or other activities involving Hazardous
Substances.  Environmental Laws include
all of the following federal laws and amendments thereto, their implementing
regulations and all state and local laws, regulations and ordinances that
regulate the same subject matter: (a) the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA), 42 USC 9601 et seq.; (b) the Solid
Waste Disposal Act, 42 USC 6901 et seq., including the Resource Conservation
and Recovery Act (RCRA), and Laws governing underground storage tanks; (c) the
Toxic Substances Control Act (TSCA), 15 USC 2601 et seq., including those
provisions governing use and disposal of Polychlorinated Biphenyls (PCBs); (d)
the Hazardous Materials Transportation Act (HMTA), 49 USC 5101 et seq.; (e) the
Federal Insecticide, Fungicide and Rodenticide Act (FIFRA), 7 USC 136 et seq.;
(f) the Clean Air Act, 42 USC 7401 et seq.; (g) the Federal Water Pollution
Control Act, 33 USC 1251 et seq.; (h) the Emergency Planning and Community
Right-to-Know Act (EPCRA), 42 USC 11001 et seq.; and (i)  the Safe Drinking Water Act, 42 USC 300f et
seq.


 


Except
as set forth on Schedule 3.10, to the knowledge of DMC/SF:


 


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(a)             the operations of DMC/SF comply in all
material respects with all applicable Environmental Law.


 


(b)            DMC/SF has obtained, is in compliance with,
and has made all appropriate filings for issuance or renewal of, all permits,
licenses, authorizations, registrations, notices or other governmental consents
required by applicable Environmental Laws (“Environmental Permits”) issued to,
or required to be obtained or maintained by DMC/SF to carry on its business as
presently conducted, including any amendment, modification, limitation,
condition or renewal thereof.  Schedule
3.10(b) hereto sets forth all such Environmental Permits required for the
operation of the business of DMC/SF and all such Environmental Permits are in
good standing and DMC/SF is in compliance in all material respects with all
terms and conditions of such permits and there is no ongoing or threatened
action to revoke or modify such permits. 
DMC/SF knows of no intention on the part of any relevant authority to
revoke, suspend, invalidate, vary, or modify in any material respect or not
renew any Environmental Permits.  No
Environmental Permits contain any conditions making them personal to DMC/SF.


 


(c)             DMC/SF has not filed or received any notice
under any Environmental Law indicating, at any time since DMC/SF has owned,
leased or operated the Facility, a past or present unauthorized disposal or
release of a Hazardous Substance in violation of or imposing liability under
any Environmental Law, and DMC/SF has timely filed or prepared all material
notices, reports and plans required to be filed or prepared, as the case may
be, under all applicable Environmental Laws with respect to the past or present
manufacturing, processing, use, treatment, storage or disposal of a Hazardous
Substance or reporting of a spill or release of a Hazardous Substance during
its lease of the Facility. No discharge, release, spillage, uncontrolled loss,
seepage, or filtration of any Hazardous Substance has occurred at, upon or
under the Premises at any time owned, leased or operated by DMC/SF which was
not authorized pursuant to and in accordance with Environmental Permits.


 


(d)            DMC/SF does not utilize, store, dispose of,
treat, generate, process, transport, release, or own any Hazardous Substance,
nor has DMC/SF ever done so.


 


(e)             There are no above ground or underground
storage tanks on or in the Facility owned or operated by DMC/SF from which
there have been releases of Hazardous


 


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Substances, except as permitted by law or
where the releases would not have a material adverse effect on human health or
safety or DMC/SF.


 


(f)               DMC/SF has not received any notice of writs,
injunctions, decrees, orders, or judgments outstanding, or suits, claims,
actions, proceedings, or investigations instituted or threatened under any
Environmental Laws, including, but not limited to, any notice from any
governmental authority or private or public entity advising DMC/SF that it is
or is potentially responsible for response costs under CERCLA or any analogous
state law with respect to a release or threatened release of Hazardous
Substances.


 


(g)            DMC/SF has not received notice of any failure
of DMC/SF to comply in any material respect with any Environmental Law or the
requirements of any Environmental Permit, or any failure of DMC/SF to have any
Environmental Permit.  DMC/SF has
heretofore made available to Aerojet true, correct and complete copies of all
material reports, correspondence, memoranda, computer data and the complete
files relating to environmental matters in the possession or control of DMC/SF
with respect to the Facility.


 


(h)            DMC/SF has not paid any material fine,
penalty or assessment within the prior five years with respect to environmental
matters relating to the Premises.


 


(i)                DMC/SF has in effect an environmental
insurance policy that covers (subject to the terms and conditions of the
policy) the Premises, among other properties, as summarized on the attached
Schedule 3.10(i).


 


3.11      Compliance with Laws. 
DMC/SF is not in violation of, has not been charged with any violation
of, or, to the best of its knowledge, is not under any investigation with
respect to any charge concerning any violation of any requirements of law (other
than Environmental Laws which are covered in Section 3.11).  DMC/SF is in substantial compliance with
respect to any order, writ, injunction or decree of any court, agency or
instrumentality.


 


3.12      Licenses and Permits. 
Schedule 3.12 sets forth a complete and correct list of all material
licenses and permits specifically related to the design, manufacture, and
export licensing of the products of the Business (the “Licenses and
Permits”).


 


3.13      Litigation.                             No
statute, regulation or order of any governmental body is in effect that
restrains or prohibits the transactions contemplated hereby, nor are there any
Actions or proceedings pending before any governmental body challenging the
lawfulness,


 


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validity or propriety of or seeking to
prevent, or otherwise relating to or involving, any of the transactions
contemplated by this Agreement or any of the Ancillary Agreements or seeking
monetary or other relief by reason of the consummation of any of such transactions.


 


4.                  Representations and Warranties of Aerojet. 
Aerojet represents and warrants to DMC/SF as follows:


 


4.1            Aerojet is a corporation duly organized,
validly existing and in good standing under the laws of the State of Ohio, has
full power and authority to own its properties and to carry on its business as
now conducted.


 


4.2            Aerojet has full power and authority to enter
into this Agreement and the Ancillary Agreements and to consummate the
transactions contemplated herein and therein. 
This Agreement has been duly executed and delivered by Aerojet and the
Ancillary Agreements, upon execution by Aerojet, will have been duly executed
and delivered by Aerojet, and each such Agreement is or upon execution will be
a valid and binding obligation of Aerojet, enforceable in accordance with its
terms.  Neither the execution of this
Agreement or the Ancillary Agreements by Aerojet nor the consummation of the
transactions contemplated herein or therein by Aerojet will constitute or cause
a breach or violation of any covenant or obligation binding upon Aerojet or
affecting any of its properties.


 


4.3            No approval of or filing with any federal,
state or local court, authority or administrative agency is necessary to
authorize the execution of this Agreement by Aerojet or the consummation of the
transactions contemplated herein by Aerojet.


 


4.4            No statute, regulation or order of any
governmental body is in effect that restrains or prohibits the transactions
contemplated hereby, nor are there any Actions or proceedings pending before
any governmental body challenging the lawfulness, validity or propriety of or
seeking to prevent, or otherwise relating to or involving, any of the
transactions contemplated by this Agreement or any of the Ancillary Agreements
or seeking monetary or other relief by reason of the consummation of any of
such transactions.


 


5.                  Indemnification.


 


5.1            Indemnification by DCM/SF.  Subject to the limits set
forth in this Article 5, DMC/SF agrees to indemnify, defend and hold Aerojet
and each of Aerojet’s Affiliates,


 


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officers, directors, employees, agents,
successors and assigns (Aerojet and such persons are collectively hereinafter
referred to as “Aerojet’s
Indemnified Persons”)
harmless from and against any and all loss, liability, damage or deficiency
(including reasonable attorneys’ fees) (collectively “Losses”) that Aerojet’s Indemnified Persons
may suffer, sustain, incur or become subject to, caused by or due to: (a) any
breach of any representation or warranty of DMC/SF in this Agreement; (b) the
failure to perform any covenant, undertaking, agreement or other obligation of
DMC/SF under this Agreement; (c) any Excluded Asset; or (d) any Retained
Liability.


 


5.2            Indemnification by Aerojet.  Subject to the limits set forth in this Article5, Aerojet agrees to
indemnify, defend and hold DMC/SF and DMC/SF’s Affiliates, officers, directors,
employees, agents, successors and assigns (DMC/SF and such persons are
hereinafter collectively referred to as “DMC/SF’s Indemnified Persons”),
harmless from and against any and all Losses that DMC/SF’s Indemnified Persons
may suffer, sustain, incur or become subject to, caused by or due to: (a) any
breach of any representation or warranty of Aerojet in this Agreement; (b) the
failure to perform any covenant, undertaking, agreement or other obligation of
Aerojet under this Agreement; or (c) the ownership, operations or control of
the Business after the Closing or (d) any of the Acquired Assets after they
have been delivered from DMC/SF to Aerojet.


 


5.3            Survival of
Representations and Warranties; Deductible. The
several representations and warranties of the parties contained in this
Agreement and the parties’ right to indemnity in accordance with this Article 5
shall survive the Closing Date and shall remain in full force and effect
thereafter as follows: with respect to Article 3 (except for Article 3.10) for
a period of 12 months after the Closing Date; with respect to Article 3.10 upon
the earlier of (i) the termination of the Sublease or (ii) the assumption by
Aerojet of the Master Lease (as defined in the Sublease); for all other
representations and warranties, for a period of 12 months after the Closing
Date and shall be effective with respect to any inaccuracy therein or breach
thereof, notice of which shall have been duly given within such 12 month period
in accordance with Article 5.4 hereof, after which 12-month or the Sublease
term, , as the case may be, they shall terminate and be of no further force or
effect.  Anything to the contrary
contained herein notwithstanding, neither party shall be entitled to any
recovery from the other party with respect


 


14

















 


to any inaccuracy or breach of such
warranties or representations unless and until the amount of such Loss
suffered, sustained or incurred by the asserting party, or to which such party
becomes subject, by reason of such inaccuracy or breach, shall exceed Ten
Thousand Dollars ($10,000.00) calculated on a cumulative basis and not a per
item basis (the “Basket
Amount”),
and then only with respect to the excess over the Basket Amount but in no event
shall either party be liable to the other in an aggregate amount in excess of
Eight Hundred Thousand Dollars ($800,000.00) (the “Cap”).  The
Basket Amount and the Cap shall not be applicable to claims arising under
Article 3.12  (Title
to Transferred Assets) or to claims based on fraud, willful misrepresentation
or deceit.


 


5.4            Notice and Opportunity
to Defend.  If there occurs an event that either party
asserts is an indemnifiable event pursuant to Articles 5.1 and 5.2 hereof, the
party seeking indemnification (the “Indemnitee”) shall notify the party obligated to provide
indemnification (the “Indemnitor”) promptly.  If such event involves (i) any claim, or
(ii) the commencement of any action or proceeding by a third person, the
Indemnitee will give the Indemnitor written notice of such claim or the
commencement of such action or proceeding within 15 days of the Indemnitee’s
becoming aware thereof; provided, however, that delay or failure to so notify
the Indemnitor shall only relieve the Indemnitor of its obligations to the
extent, if at all, that it is prejudiced by reasons of such delay or failure.  The Indemnitor shall have a period of 30
days within which to respond thereto. 
If the Indemnitor accepts responsibility within such 30 day period, the
Indemnitor shall provide the Indemnitee with such assurances as may be
reasonably required by the Indemnitee to assure that the Indemnitor will assume
and be responsible for the entire liability at issue, subject to the Cap.  The Indemnitee agrees to cooperate fully
with the Indemnitor and its counsel in the defense against any such asserted
liability.  In any event, the Indemnitee
shall have the right to participate in a non-controlling manner and at its own
expense in the defense of such asserted liability.  Any compromise of such asserted liability by the Indemnitor shall
require the prior written consent of the Indemnitee, which shall not be
withheld unreasonably, and until such consent is obtained, the Indemnitor shall
continue defense of such asserted liability. 
If, however, the Indemnitee refuses its consent to a bona fide offer of
settlement that the Indemnitor wishes to accept, the Indemnitee may continue to
pursue such matter, free of any participation by the Indemnitor, at the sole
expense of the Indemnitee.  In such


 


15

















 


event, the obligation of the Indemnitor to
the Indemnitee shall be equal to the lesser of (y) the amount of the offer of
settlement which the Indemnitee refused to accept plus Indemnitee’s Loss, if
any, prior to the date the Indemnitor notifies the Indemnitee of the offer of
settlement, and (z) the actual out-of-pocket amount the Indemnitee is obligated
to pay as a result of the Indemnitee’s continuing to pursue such matter, in
each case subject to the Cap.  The
Indemnitor shall be entitled to recover from the Indemnitee any additional
expenses incurred by the Indemnitor as a result of the decision of the
Indemnitee to pursue such matter.


 


5.5            Exclusive Remedy.  Except
as provided in the Ancillary Agreements, each party hereto agrees that, from
and after the Closing, its sole and exclusive remedy at law with respect to any
and all claims relating to the subject matter of this Agreement shall be
pursuant to the indemnification provisions set forth in this Article 5.


 


6.                  Other Agreements
and Covenants.


 


6.1            Prorations.  Aerojet shall reimburse DMC a
pro rata portion of any operating expenses other than those governed by the
Sublease or Equipment Lease relating to the Business paid prior to the Closing
Date and paid by DMC for periods after the Closing Date.  DMC shall reimburse Aerojet a pro rata
portion of any operating expenses or taxes paid by Aerojet after the Closing
Date relating to periods prior to the Closing Date.


 


6.2            DMC/SF Employees.  At the time of the Closing,
Aerojet will offer employment to selected employees of DMC/SF. Employees hired
by Aerojet will be credited with a vacation accrual upon their hiring, using
the Aerojet vacation accrual schedule, but based on each employee’s years of
service at DMC/SF as of the date of Closing. 
Aerojet will also offer the same benefits currently provided to Aerojet
employees to any DMC/SF employee hired by Aerojet.


 


6.3            Pre-Closing
Activities of DMC/SF. 
After the date hereof and until Aerojet takes possession of the Facility
and DMC/SF Assets under the Sublease and Equipment Lease, DMC/SF shall maintain
the Spin Forge Assets at the Facility. 
Upon reasonable notice to DMC/SF, Aerojet may enter the Facility to
inspect the Spin Forge Assets.  DMC/SF
shall exercise reasonable care with respect to the Spin Forge Assets.


 


16

















 


6.4            Post-Closing
Warranty Work.  After the date hereof, as requested by
DCM/SF Aerojet will perform, in a commercially reasonable manner, on behalf of
DMC/SF any warranty repairs required on Spin Forge products manufactured by
DMC/SF prior to the date hereof.  DMC/SF
will reimburse Aerojet at Aerojet’s actual direct and indirect costs, such
indirect costs to be calculated in a manner consistent with Aerojet’s standard
practice for internally allocating such indirect costs, but no profit.  Services provided by Aerojet to DMC/SF
pursuant to this Article 6.3 shall be provided in accordance with a mutually
agreed upon scope of work, estimated cost, terms and conditions, and delivery
schedule.  DMC/SF shall be entitled to
audit Aerojet’s books and records with respect to any such warranty
repairs.  Nothing herein shall preclude
DMC/SF from having such warranty repairs performed by another vendor, supplier,
or affiliate of DMC/SF.


 


6.5            Termination of Certain Agreements. 
Upon Closing, the parties shall mutually terminate the “Teaming
Agreement” between Aerojet-General Corporation and Spin Forge, dated May 3,
2002, pursuant to Article III.F.1.d. thereof. 
In addition, upon Closing, the parties shall also mutually terminate the
“Joint Venture Agreement” between Spin Forge International, Inc. and Atlantic
Research Corporation, as amended and assigned, dated November 27, 1995,
pursuant to Article 7(a) thereof.


 


6.6            Novation/Assignment
of Contracts. 
DMC/SF and Aerojet each will use its reasonable commercial efforts after
the Closing Date to obtain all consents, approvals or authorizations of any
government, governmental agency, authority or instrumentality, court or
arbitration tribunal or third parties that are not obtained prior to the
Closing Date and that are required in connection with the transactions
contemplated by this Agreement and the Ancillary Agreements; provided that
Aerojet will be required to make any expenditures or incur any liability to
obtain any third party consent required in connection with the consummation of
the transactions contemplated by this Agreement, except as expressly agreed in
writing.


 


6.7            Nonassignable Authorizations.  To the extent that the assignment of any
contract, licenses, permit, or approval issued or to be issued or assigned or
to be assigned to Aerojet pursuant to this Agreement, including but not limited
to the Licenses and Permits, shall require the consent of any other party, this
Agreement shall not constitute a contract to assign the


 


17

















 


same if an attempted assignment would
constitute a breach thereof.  If any
such consent is not obtained, then DMC/SF shall cooperate with Aerojet in any
reasonable arrangement requested by Aerojet designed to provide to Aerojet the
benefits under any such Licenses and Permits, including enforcement of any and
all rights of DMC/SF against the other party thereto arising out of breach or
cancellation thereof by such other party or otherwise.


 


6.8            Tax Matters.


 


All
transfer, documentary, sales, use, stamp, registration and other such taxes,
and all conveyance fees, recording charges and other fees and charges
(including any penalties and interest) incurred in connection with the
consummation of the transactions contemplated by this Agreement shall be paid
by Aerojet when due, and Aerojet will, at its own expense, file all necessary
Tax Returns and other documentation with respect to such Taxes, fees and
charges.


 


6.9            Access to Records.  For
a period of 90 days after Closing, subject to any laws relating to antitrust,
export controls, employment or privacy issues and subject to rules applicable
to visitors at either party’s offices generally, each party shall afford to the
other party and its representatives copies of and access to, upon reasonable
notice and during normal business hours, all books and records, contracts,
documents and information of and relating to the assets, liabilities,
operations and other aspects of the Business; provided, however, that such investigation shall
be conducted in a manner which does not interfere with the normal operations,
customers and employee relations of the party being investigated.  


 


6.10      Environmental Matters.


 


Aerojet
covenants and agrees to:  (a) comply
with all applicable Environmental Laws in the course of its Sublease of the
Facility, Equipment Lease, ownership, operation, use and/or occupancy of the
Facility; (b) take all necessary steps and measures to ensure that the
subsurface of the Facility remains undisturbed, except in case of emergencies or
imminent risk to human health or safety (in which case DMC/SF will immediately
be contacted and consulted in its capacity as Lessee and Sublessor of the
Facility), including without limitation, the prohibition of (i) the
installation of any underground storage tank, (ii) the storage or use of fuel
oil as a heating source, at the Facility, or (iii) the performance of any
subsurface investigation, including the installation of groundwater monitoring
wells or soil test pits or performance of subsurface


 


18

















 


sampling in any manner unless directed to do
so by court order or a government regulatory agency (in such instance, Aerojet
shall provide written notice to DMC upon receipt of any and all orders or
directives and shall not commence any required work without the prior written
consent of DMC, such consent to not be unreasonably denied or delayed); and,
(c) to the extent possible, use commercially reasonable best efforts to include
in all legal instruments (e.g., permitted assignments or leases) whereby
Aerojet transfers some or all of its interest in the Acquired Assets to another
person or entity, a release of and covenant not to sue DMC by the transferee,
from any and all claims, demands, causes of actions (including causes of action
in tort), losses, damages, liabilities, costs and expenses (including
consultant’s and attorney’s fees and court costs) at any time by reason or
arising out of any Environmental Laws or issues concerning alleged Hazardous
Substances that the transferee might assert or allege against DMC.


 


7.                  General.


 


7.1            Non-Competition. 
DMC/SF agrees that for so long a Aerojet is producing rocket motor cases
or pressure tanks that were manufactured or offered for sale by DMC/SF as of
the Closing utilizing the Leased Equipment and the technology sold pursuant to
Sections 2.1(b) and (c) hereto (the “Spin Forge Products”), DMC shall not
engage in the business of manufacturing and selling Spin Forge Products.


 


7.2            Publicity.  No party shall issue any
press release or make any public announcement relating to the subject matter of
this Agreement without the prior written approval of the other party; provided, however, that DMC may issue any
press release or make any public announcement or filing it believes in good
faith is required by applicable law or any listing or trading agreement
concerning its publicly traded securities. 
Each party shall advise the other of any press release or announcements
to the public with respect to this Agreement and provide an opportunity to
review any such proposed communication prior to its release.


 


7.3            Governing Law.  This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of California without giving
effect to any choice or conflict of law provision or rule (whether of the state
of California or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the state of California.


 


19

















 


7.4            Waiver of Jury
Trial.  DMC/SF AND AEROJET HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


7.5            Survival.  The Ancillary Agreements
shall survive the Closing in accordance with their terms.  The representations, warranties, covenants
and other agreements herein contained shall continue in full force and effect
after the Closing as set forth in Section 5.3 hereto.


 


7.6            Entire Agreement. 
This Agreement, together with the Ancillary Agreements and the exhibits
and schedules hereto and thereto, contains the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, written or oral, with respect thereto.  No amendment, supplement, modification,
waiver or termination of this Agreement shall be implied or be binding
(including any alleged waiver based on a party’s knowledge of any inaccuracy in
any representation or any breach of warranty or covenant contained herein)
unless in writing and signed by the party against which such amendment,
supplement, modification, waiver or termination is asserted.  No waiver of a provision of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly therein provided


 


7.7            Successors and Assigns.  All of the terms and provisions of this
Agreement by or for the benefit of the parties shall be binding upon and inure
to the benefit of their respective successors, permitted assigns, heirs and
personal representatives.  The rights
and obligations provided by this Agreement shall not be assignable, except by
either party (without discharge of its obligations hereunder) to a subsidiary
or affiliate or a successor to its business, and, except as expressly provided
herein, nothing herein is intended to confer upon any person other than the
parties and their successors, any rights or remedies under or by reason of this
Agreement.


 


20

















 


7.8            Form and Content
of Documents.  All
instruments or documents to be delivered by any party to this Agreement shall
be in form and content reasonably satisfactory to the counsel for the party
receiving such instrument or document.


 


7.9            Execution in Counterparts. 
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.


 


7.10      Interpretation and Construction.  The
parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of
any of the provisions of this Agreement. 
Any reference to any federal, state, local, or foreign statute or law
shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.  The term “including” shall mean including without
limitation.  The parties intend that
each representation, warranty, and covenant contained herein shall have
independent significance.  If any party
has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty, or
covenant relating to the same subject matter (regardless of the relative levels
of specificity) which the party has not breached shall not detract from or
mitigate the fact that the party is in breach of the first representation,
warranty, or covenant.  Any term or
provision of this Agreement that is invalid or unenforceable in any situation in
any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other
jurisdiction.


 


7.11      Notices.  All notices, requests, demand, claims and
other communications hereunder shall be in writing.  Any such written communication shall be deemed to have been duly
given (except as may otherwise be specifically provided herein to the
contrary), and shall be deemed sufficient to preserve the rights of the sending
party, if either (i) mailed by certified or registered mail, with postage
prepaid by sender, or shipped by express courier service, with charges prepaid
by sender and receipted for by or on behalf of the intended recipient, in each
case to the following address (or to such other address as any part may


 


21

















 


designate for himself or itself by notice to
the other parties given pursuant hereto), or else (ii) delivered by hand with
evidence of delivery:


 


	
  If to DMC/SF:

  	
   

  	
  President

  
	
   

  	
   

  	
  Dynamic Materials
  Corporation

  
	
   

  	
   

  	
  5405 Spine Road

  
	
   

  	
   

  	
  Boulder, CO 80301

  
	
   

  	
   

  	
  Attention:  Yvon Cariou

  
	
   

  	
   

  	
  Fax Number (303) 604-1897

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
  Dynamic Materials
  Corporation

  
	
   

  	
   

  	
  5405 Spine Road

  
	
   

  	
   

  	
  Boulder, CO 80301

  
	
   

  	
   

  	
  Attention:  Richard Santa

  
	
   

  	
   

  	
  Fax Number (303) 604-1897

  
	
   

  	
   

  	
   

  
	
  If to Aerojet

  	
   

  	
  Aerojet General
  Corporation

  
	
   

  	
   

  	
  P. O. Box 1036

  
	
   

  	
   

  	
  Camden, AR 71711-1036

  
	
   

  	
   

  	
  Attention: Robert Shenton

  
	
   

  	
   

  	
  Vice-President, Operations

  
	
   

  	
   

  	
  Fax Number: (870) 574-3528

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Aerojet General
  Corporation

  
	
   

  	
   

  	
  P. O. Box 13222

  
	
   

  	
   

  	
  Sacramento, CA 95813-6000

  
	
   

  	
   

  	
  Attention: Brian E.
  Sweeney

  
	
   

  	
   

  	
  Vice-President, Legal and
  Contracts

  
	
   

  	
   

  	
  Fax Number: (916) 351-8610

  



 


8.                  Conditions to Closing; Closing
Deliverables; Termination.


 


8.1            Simultaneous Execution
and Closing.  The
consummation of the sale and purchase of the Business contemplated by this
Agreement (the “Closing”) will occur simultaneously with the execution of the
Agreement.  Closing will occur at the
offices of                                      
at                                      
at 10:00 a.m. California time on September
                                         ,
                     
, or at such other date and time as may be mutually agreeable to the parties
hereto (the “Closing Date”).


 


22

















 


8.2            Conditions Precedent
to Obligation of Aerojet.  The
obligation of Aerojet to proceed with the Closing is subject to the fulfillment
at Closing of the following conditions, any one or more of which may be waived
in whole or in part by Aerojet at Aerojet’s sole option:


 


(a)             Closing Documents.  Aerojet
shall have received the other documents referred to in Article 8.3(a).


 


8.2.         Conditions Precedent
to Obligation of DMC/SF.  The
obligation of DMC/SF to proceed with the Closing is subject to the fulfillment
at Closing of the following conditions, any one or more of which may be waived
in whole or in part by DMC/SF at DMC/SF’s sole option:


 


(a)             Closing Documents. 
DMC/SF shall also have received the other documents referred to in
Article 8.3(b).  All agreements, certificates and
other documents delivered by Aerojet to DMC/SF hereunder shall be in form and
substance satisfactory to counsel for DMC/SF, in the exercise of such counsel’s
reasonable professional judgment.


 


8.3            Deliveries and Proceedings at Closing.


 


(a)             Deliveries by DMC/SF.  DMC/SF shall deliver or cause to be
delivered to Aerojet at the Closing:


 


a.                  the Sublease executed by DMC;


 


b.                 the Equipment Lease executed by DMC


 


c.                  the Option Agreement executed by DMC;


 


d.                 the TSA executed by DMC;


 


e.                  the written consent of DMC’s banks to release
any and all liens on the Acquired Assets;


 


f.                    such other deeds, bills of sale, assignments,
certificates of title, documents and other instruments of transfer and
conveyance as may reasonably be requested by Aerojet executed by DMC;


 


g.                 a completed Schedule 2.1(a), with a lump sum
value for the Assets.


 


23

















 


(b)            Deliveries by Aerojet.  Aerojet shall deliver or cause to be
delivered to DMC/SF at the Closing:


 


a.                  the Sublease executed by Aerojet;


 


b.                 the Equipment Lease executed by Aerojet;


 


c.                  the Option Agreement executed by Aerojet;


 


d.                 the TSA executed by Aerojet;


 


e.                  such other deeds, bills of sale, assignments,
certificates of title, documents and other instruments of transfer and
conveyance as may reasonably be requested by DMC/SF executed by Aerojet;


 


f.                    a completed Schedule 2.1(a), with a lump sum
value for the Assets.


 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first above written.


 


	
   

  	
  DYNAMIC MATERIALS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AEROJET GENERAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
										



 


24

















 


Execution Copy


 


SCHEDULE 2.1 (a) - SPIN FORGE INVENTORY


 


	
  Description/Program
  Name

  	
   

  	
   

  	
   

  	
  Inventory

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATACMS Cases and Domes

  	
   

  	
   

  	
   

  	
  $

  	
  268,520

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HAWK - Work-in-process

  	
   

  	
  $

  	
  473,412

  	
   

  	
   

  	
   

  
	
  HAWK - Stores and Finished
  Goods

  	
   

  	
  427,833

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  901,245

  	
   

  	
   

  	
   

  
	
  Less - Amounts Previously
  Billed to Aerojet

  	
   

  	
  (147,853

  	
  )

  	
   

  	
   

  
	
  Adjusted HAWK Program
  Total

  	
   

  	
  $

  	
  753,392

  	
   

  	
  753,392

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSAD Generator Cases

  	
   

  	
  $

  	
  127,906

  	
   

  	
   

  	
   

  
	
  HSAD Booster Cases

  	
   

  	
  446,686

  	
   

  	
   

  	
   

  
	
  HSAD Program Total

  	
   

  	
  $

  	
  574,592

  	
   

  	
  574,592

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6992 - Minuteman III Tanks

  	
   

  	
   

  	
   

  	
  68,423

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inventory Total

  	
   

  	
   

  	
   

  	
  $

  	
  1,664,927