ex101.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  [EXECUTION
            VERSION]      
      

                  
      
      

                  
      
      

                  
      
      

                  CONFIDENTIAL
            TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS. THE CONFIDENTIAL
            REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
            EXCHANGE
            COMMISSION.  ASTERISKS DENOTE SUCH
            REDACTIONS.      
    

      

    


    STOCK
      PURCHASE
      AGREEMENT

    Dated
      as of JULY 3,
      2007

    Between

    RADIO
      ACQUISITION
      CORP.

    ARINC
      INCORPORATED,

    AMERICAN
      AIRLINES,
      INC.,

    CONTINENTAL
      AIRLINES, INC.,

    DELTA
      AIR LINES,
      INC.,

    NORTHWEST
      AIRLINES,
      INC.,

    UNITED
      AIR LINES,
      INC.

    and

    US
      AIRWAYS,
      INC.


    
      
              

                  
      
      

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            ||      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    Page

    
      	
              ARTICLE
                I.

            	
              PURCHASE
                AND
                SALE 

            	
              1

            


    

    
      	
               

            	
              Section
                1.1

            	
              Agreement
                to
                Purchase and Sell 

            	
              1

            


    

    
      	
               

            	
              Section
                1.2

            	
              Purchase
                Price 

            	
              2

            


    

    
      	
               

            	
              Section
                1.3

            	
              Method
                of
                Payment 

            	
              3

            


    

    
      	
               

            	
              ARTICLE
                II.REPRESENTATIONS AND WARRANTIES REGARDING THE
                SHAREHOLDERS3

            


    

    
      	
               

            	
              Section
                2.1

            	
              Organization;
                Standing 

            	
              3

            


    

    
      	
               

            	
              Section
                2.2

            	
              Authorization;
                Noncontravention. 

            	
              3

            


    

    
      	
               

            	
              Section
                2.3

            	
              Governmental
                Approvals 

            	
              4

            


    

    
      	
               

            	
              Section
                2.4

            	
              Ownership
                of
                Equity 

            	
              4

            


    

    
      	
               

            	
              Section
                2.5

            	
              Legal
                Proceedings 

            	
              4

            


    

    
      	
               

            	
              ARTICLE
                III.REPRESENTATIONS AND WARRANTIES REGARDING THE
                COMPANY4

            


    

    
      	
               

            	
              Section
                3.1

            	
              Organization,
                Standing and Corporate Power 

            	
              4

            


    

    
      	
               

            	
              Section
                3.2

            	
              Capitalization 

            	
              5

            


    

    
      	
               

            	
              Section
                3.3

            	
              Authorization
                Noncontravention 

            	
              6

            


    

    
      	
               

            	
              Section
                3.4

            	
              Governmental
                Approvals 

            	
              7

            


    

    
      	
               

            	
              Section
                3.5

            	
              Financial
                Statements; Undisclosed Liabilities 

            	
              7

            


    

    
      	
               

            	
              Section
                3.6

            	
              Absence
                of
                Certain Changes 

            	
              8

            


    

    
      	
               

            	
              Section
                3.7

            	
              Legal
                Proceedings 

            	
              10

            


    

    
      	
               

            	
              Section
                3.8

            	
              Compliance
                With Laws; Permits. 

            	
              10

            


    

    
      	
               

            	
              Section
                3.9

            	
              Tax
                Matters 

            	
              11

            


    

    
      	
               

            	
              Section
                3.10

            	
              Employee
                Benefits and Labor Matters. 

            	
              11

            


    

    
      	
               

            	
              Section
                3.11

            	
              Environmental
                Matters 

            	
              13

            


    

    
      	
               

            	
              Section
                3.12

            	
              Properties 

            	
              14

            


    

    
      	
               

            	
              Section
                3.13

            	
              Insurance 

            	
              15

            


    

    
      	
               

            	
              Section
                3.14

            	
              Intellectual
                Property 

            	
              15

            


    

    
      	
               

            	
              Section
                3.15

            	
              Contracts 

            	
              16

            


    

    
      	
               

            	
              Section
                3.16

            	
              Affiliate
                Matters 

            	
              18

            


    

    
      	
               

            	
              Section
                3.17

            	
              Brokers
                and
                Other Advisors 

            	
              18

            


    

    
      	
               

            	
              Section
                3.18

            	
              Relations
                with Governments. 

            	
              18

            


    

    
      	
               

            	
              Section
                3.19

            	
              Customers
                and
                Suppliers. 

            	
              20

            


    

    
      	
               

            	
              Section
                3.20

            	
              Government
                Contracts 

            	
              20

            


    

    
      	
               

            	
              ARTICLE
                IV.REPRESENTATIONS AND WARRANTIES OF THE
                PURCHASER21

            


    

    
      	
               

            	
              Section
                4.1

            	
              Organization;
                Standing 

            	
              22

            


    

    
      	
               

            	
              Section
                4.2

            	
              Authority;
                Noncontravention 

            	
              22

            


    

    
      	
               

            	
              Section
                4.3

            	
              Governmental
                Approvals 

            	
              22

            


    

    
      	
               

            	
              Section
                4.4

            	
              Capital
                Resources 

            	
              22

            


    

    
      	
               

            	
              Section
                4.5

            	
              Brokers
                and
                Other Advisors 

            	
              23

            


    

    
      	
               

            	
              Section
                4.6

            	
              Ownership
                of
                Shares 

            	
              23

            


    

    
      	
               

            	
              Section
                4.7

            	
              Investigation;
                Acknowledgement 

            	
              23

            


    

    
      	
               

            	
              ARTICLE
                V.ADDITIONAL COVENANTS AND
                AGREEMENTS24

            


    

    
      	
               

            	
              Section
                5.1

            	
              Conduct
                of
                Business 

            	
              24

            


    

    
      	
               

            	
              Section
                5.2

            	
              No
                Solicitation 

            	
              28

            


    

    
      	
               

            	
              Section
                5.3

            	
              Reasonable
                Best Efforts. 

            	
              28

            


    

    
      	
               

            	
              Section
                5.4

            	
              Public
                Announcements 

            	
              29

            


    

    
      	
               

            	
              Section
                5.5

            	
              Access
                to
                Information; Confidentiality 

            	
              30

            


    

    
      	
               

            	
              Section
                5.6

            	
              Indemnification
                and Insurance 

            	
              30

            


    

    
      	
               

            	
              Section
                5.7

            	
              Fees
                and
                Expenses 

            	
              32

            


    

    
      	
               

            	
              Section
                5.8

            	
              Release 

            	
              32

            


    

    
      	
               

            	
              Section
                5.9

            	
              Merger 

            	
              33

            


    

    
      	
               

            	
              Section
                5.10

            	
              Service
                Level
                Amendments 

            	
              33

            


    

    
      	
               

            	
              Section
                5.11

            	
              Financing 

            	
              33

            


    

    
      	
               

            	
              Section
                5.12

            	
              Payoff
                Letters 

            	
              34

            


    

    
      	
               

            	
              Section
                5.13

            	
              FIRPTA 

            	
              35

            


    

    
      	
               

            	
              Section
                5.14

            	
              Operating
                Leases 

            	
              35

            


    

    
      	
               

            	
              Section
                5.15

            	
              Performance
                Bonds 

            	
              35

            


    

    
      	
               

            	
              Section
                5.16

            	
              Aeromobile 

            	
              35

            


    

    
      	
               

            	
              Section
                5.17

            	
              International
                Communications Licenses 

            	
              35

            


    

    
      	
               

            	
              ARTICLE
                VI.CONDITIONS PRECEDENT36

            


    

    
      	
               

            	
              Section
                6.1

            	
              Conditions
                to
                Each Party’s Obligation to Effect the Transactions

            	
              36

            


    

    
      	
               

            	
              Section
                6.2

            	
              Conditions
                to
                Obligations of the Purchaser

            	
              36

            


    

    
      	
               

            	
              Section
                6.3

            	
              Conditions
                to
                Obligations of the Shareholders and the Company

            	
              38

            


    

    
      	
               

            	
              ARTICLE
                VII.CLOSING38

            


    

    
      	
               

            	
              Section
                7.1

            	
              Closing 

            	
              38

            


    

    
      	
               

            	
              Section
                7.2

            	
              Closing
                Deliveries of the Shareholders and the Company 

            	
              39

            


    

    
      	
               

            	
              Section
                7.3

            	
              The
                Purchaser
                Closing Deliveries 

            	
              39

            


    

    
      	
               

            	
              ARTICLE
                VIII.TERMINATION39

            


    

    
      	
               

            	
              Section
                8.1

            	
              Termination 

            	
              39

            


    

    
      	
               

            	
              Section
                8.2

            	
              Effect
                of
                Termination 

            	
              40

            


    

    
      	
               

            	
              ARTICLE
                IX.INDEMNIFICATION41

            


    

    
      	
               

            	
              Section
                9.1

            	
              Indemnification
                Obligations of the Shareholders41

            


    

    
      	
               

            	
              Section
                9.2

            	
              Indemnification
                Procedure. 

            	
              41

            


    

    
      	
               

            	
              Section
                9.3

            	
              Survival
                Period 

            	
              42

            


    

    
      	
               

            	
              Section
                9.4

            	
              Liability
                Limits 

            	
              42

            


    

    
      	
               

            	
              Section
                9.5

            	
              Calculation
                of Damages 

            	
              43

            


    

    
      	
               

            	
              Section
                9.6

            	
              Exclusive
                Remedy 

            	
              43

            


    

    
      	
               

            	
              Section
                9.7

            	
              Adjustments
                to the Purchase Price 

            	
              43

            


    

    
      	
               

            	
              ARTICLE
                X.MISCELLANEOUS43

            


    

    
      	
               

            	
              Section
                10.1

            	
              Survival
                of
                Representations, Warranties, Covenants and
                Agreements 

            	
              43

            


    

    
      	
               

            	
              Section
                10.2

            	
              No
                Other
                Representations or Warranties 

            	
              43

            


    

    
      	
               

            	
              Section
                10.3

            	
              Amendment
                or
                Supplement 

            	
              44

            


    

    
      	
               

            	
              Section
                10.4

            	
              Extension
                of
                Time, Waiver, Etc 

            	
              44

            


    

    
      	
               

            	
              Section
                10.5

            	
              Assignment 

            	
              44

            


    

    
      	
               

            	
              Section
                10.6

            	
              Counterparts 

            	
              44

            


    

    
      	
               

            	
              Section
                10.7

            	
              Entire
                Agreement; No Third-Party Beneficiaries; No Recourse 

            	
              44

            


    

    
      	
               

            	
              Section
                10.8

            	
              Governing
                Law 

            	
              45

            


    

    
      	
               

            	
              Section
                10.9

            	
              Dispute
                Resolution 

            	
              45

            


    

    
      
        	
                 

              	
                Section
                  10.10

              	
                Notices

              	
                45

              


      

      
        	
                 

              	
                Section
                  10.11

              	
                Severability 

              	
                48

              


      

      
        	
                 

              	
                Section
                  10.12

              	
                Definitions

              	
                49

              


      

      
        	
                 

              	
                Section
                  10.13

              	
                Rules
                  of
                  Interpretations

              	
                57

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    STOCK
      PURCHASE AGREEMENT

    This
      STOCK PURCHASE
      AGREEMENT, dated as of July 3, 2007, is between Radio Acquisition Corp., a
      Delaware corporation (the “Purchaser”), ARINC Incorporated, a Delaware
      corporation (the “Company”), American Airlines, Inc., a Delaware corporation
      (“American”), Continental Airlines, Inc., a Delaware corporation
      (“Continental”), Delta Air Lines, Inc., a Delaware corporation (“Delta”),
      Northwest Airlines, Inc., a Delaware corporation (“Northwest”), United Air
      Lines, Inc., a Delaware corporation (“United”), and US Airways, Inc., a Delaware
      corporation (“US Airways”).  American, Continental, Delta, Northwest,
      United and US Airways are sometimes referred to herein individually as a
“Shareholder” and collectively as the “Shareholders.”  Certain
      capitalized and other terms used in this Agreement shall have the meanings
      set
      forth in Section 10.12.

    WHEREAS,
      the
      Shareholders own more than ninety percent (90%) of the issued and outstanding
      shares of capital stock of the Company;

    WHEREAS,
      pursuant
      to the terms and conditions set forth herein, the Shareholders propose to sell
      to the Purchaser, and the Purchaser proposes to purchase from the Shareholders,
      all of the issued and outstanding shares of capital stock of the Company owned
      by the Shareholders;

    WHEREAS,
      as soon as
      practicable following the Closing, the Purchaser will acquire all remaining
      issued and outstanding shares of capital stock of the Company pursuant to the
      terms set forth in Section 5.9;

    WHEREAS,
      simultaneously herewith, Carlyle Partners IV, L.P. (the “Guarantor”) has
      delivered to the Shareholders that certain Guaranty (the “Sponsor Guaranty”),
      pursuant to which the Guarantor has agreed to guarantee certain obligations
      of
      the Purchaser hereunder; and

    WHEREAS,
      prior to
      and in connection with the execution of this Agreement, the Shareholders have
      caused the Company to amend its certificate of incorporation in a form
      acceptable to the Purchaser (the “Certificate Amendment”) and the Shareholders
      have delivered to the Purchaser correct and complete copies of (i) such
      Certificate Amendment, certified by the Secretary of State of the State of
      Delaware, (ii) the approvals of such Certificate Amendment by the Board of
      Directors and the stockholders of the Company, certified by the Secretary of
      the
      Company, and (iii) the approval of the Transactions by the Special Committee
      and
      the Board of Directors, certified by the Secretary of the Company.

    NOW,
      THEREFORE, in
      consideration of the representations, warranties, covenants and agreements
      contained in this Agreement, and intending to be legally bound hereby, the
      Purchaser and the Shareholders hereby agree as follows:

    ARTICLE
      I.                                

    


    PURCHASE
      AND
      SALE

    Section
      1.1  Agreement
      to
      Purchase and Sell.  Subject to the terms and conditions of this
      Agreement, at the Closing, the Shareholders will sell, transfer and deliver
      to
      the Purchaser, and the Purchaser will purchase and acquire from the
      Shareholders, all of the shares of Company Common Stock owned by the
      Shareholders (the “Shares”), free and clear of all Liens.

    Section
      1.2  Purchase
      Price.  

    (a)  Within
      ten (10)
      Business Days prior to the Closing Date, and in no event less than three (3)
      Business Days prior to the Closing Date, the Company shall deliver to the
      Purchaser a certificate signed by the chief financial officer of the Company
      (the “Adjustment Certificate”) (i) setting forth his or her best estimate of the
      sum (such amount, as adjusted to reflect the Final Adjustment Certificate,
      the
“Closing Adjustment Deductions”) of (A) the aggregate amount of fees, costs and
      expenses, including Consent Costs, that the Company or any of its Subsidiaries
      has paid after May 31, 2007, or that the Company or any of its Subsidiaries
      would (without taking into account Section 5.7) be obligated to pay on or after
      the date of the Adjustment Certificate, that the Shareholders are obligated
      to
      pay pursuant to Section 5.7, plus (B) the aggregate amount paid by the Company
      after May 31, 2007, or that the Company or any of its Subsidiaries will be
      obligated to pay on or after the date of the Adjustment Certificate, to any
      Third Party in respect of Equity Interests in the Company (other than payments
      made in accordance with (i) the Company’s Long Term Incentive Plan to holders of
      stock appreciation rights issued in accordance therewith on or prior to the
      date
      of this Agreement, only to the extent such payments are based on a per-share
      valuation of the Company Common Stock that is no greater than the Per Share
      Purchase Price, or (ii) the Merger), in each case in this clause (i) together
      with a worksheet showing in reasonable detail the components of such estimate,
      and (ii) (A) affirming the representations and warranties set forth in Section
      3.2(a) or (B) identifying in reasonable detail each respect in which the
      representations and warranties set forth in Section 3.2(a) are
      inaccurate.  In the event that the Purchaser disagrees with any of the
      items in the Adjustment Certificate, the Purchaser shall promptly notify the
      Shareholders and the Company of such disagreements and the parties to this
      Agreement shall cooperate and use reasonable best efforts to resolve any such
      disagreements prior to the Closing and amend the Adjustment Certificate to
      reflect any agreed changes thereto (as amended, if applicable, the “Final
      Adjustment Certificate”); provided, however, that the failure of the parties to
      resolve any such disagreements shall not relieve any party of its obligations
      hereunder to effect the Closing.

    (b)  The
      aggregate
      amount to be paid for the Shares shall be the amount (the “Purchase Price”)
      equal to (i) the number of issued and outstanding shares of Company Common
      Stock
      held beneficially and of record by the Shareholders immediately prior to the
      Closing multiplied by (ii) the amount (the “Per Share Purchase Price”) equal to
      (A) (1) ************ minus (2) the Closing Adjustment Deductions plus (3) the
      Aggregate SARs Exercise Price divided by (B) the sum of (1) the number of shares
      of Company Common Stock (including restricted stock, whether or not then vested)
      issued and outstanding immediately prior to the Closing and (2) the number
      of
      shares of Company Common Stock issuable upon exercise, exchange, conversion
      or
      redemption of any Stock Awards issued after the date of this Agreement and
      outstanding immediately prior to the Closing (whether or not such Stock Awards
      are then vested, exercisable, exchangeable, convertible or redeemable, including
      assuming that stock appreciation rights are exercisable (with no cashless
      exercise option) for shares of Company Common Stock rather than
      cash).

    (c)  On
      the Closing
      Date, the Purchaser shall pay to each Shareholder a portion of the Purchase
      Price equal to the percentage set forth opposite such Shareholder’s name on
      Exhibit 1.2(c), multiplied by the Purchase Price.

    (d)  For
      the purposes of
      this Agreement, “Aggregate SARs Exercise Price” shall mean the sum of cash
      exercise prices that would be payable upon exercise in full of all Stock Awards
      issued after the date of this Agreement and outstanding immediately prior to
      the
      Closing.

    Section
      1.3  Method
      of
      Payment.  Each applicable payment under this Article I shall be
      made in United States dollars when due by wire transfer of immediately available
      funds to an account that the applicable Shareholder has designated to the
      Purchaser.

    ARTICLE
      II.                                

    


    REPRESENTATIONS
      AND WARRANTIES REGARDING THE SHAREHOLDERS

    Each
      of the
      Shareholders, severally and not jointly, represents and warrants as to itself
      that, except as set forth in the disclosure schedule delivered by the
      Shareholders to the Purchaser simultaneously with the execution of this
      Agreement (the “Shareholder Disclosure Schedule”):

    Section
      2.1  Organization;
      Standing.  Shareholder is a corporation duly organized, validly
      existing and in good standing under the Laws of its state of
      incorporation.  Such Shareholder has all requisite corporate power and
      authority to own the Shares held by it.

    Section
      2.2  Authorization;
      Noncontravention. 

    (a)  Shareholder
      has the
      right, power, authority and capacity to execute and deliver this Agreement
      and
      to perform its obligations hereunder and to consummate the
      Transactions.  The execution, delivery and performance by Shareholder
      of this Agreement and the consummation of the Transactions have been authorized
      by all required action on the part of Shareholder and its board of
      directors.  This Agreement has been duly executed and delivered by
      such Shareholder and constitutes a legal, valid and binding obligation of
      Shareholder, enforceable against Shareholder in accordance with its terms,
      except that such enforceability (i) may be limited by bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and other similar Laws of
      general application affecting or relating to the enforcement of creditors’
rights generally, and (ii) is subject to general principles of equity, whether
      considered in a proceeding at Law or in equity (the “Bankruptcy and Equity
      Exception”).

    (b)  Neither
      the
      execution and delivery of this Agreement by Shareholder, nor the consummation
      by
      Shareholder of the Transactions applicable to it, nor compliance by Shareholder
      with any of the terms or provisions hereof, will (i) conflict with or violate
      any provision of the certificate of incorporation or bylaws of Shareholder,
      (ii)
      violate any Law, judgment, writ or injunction of any Governmental Authority
      applicable to Shareholder, (iii) constitute a breach of the terms, conditions
      or
      provisions of any Contract to which Shareholder is a party or to which the
      Shares are subject, or (iv) result in the imposition of a Lien on any of the
      Shares, except, in the case of clauses (ii), (iii) and (iv), for such violations
      or defaults as would not reasonably be expected, individually or in the
      aggregate, to impair in any material respect the ability of Shareholder to
      perform its obligations hereunder or prevent or materially delay consummation
      of
      the Transactions applicable to it.

    Section
      2.3  Governmental
      Approvals.  Except for filings required under, and compliance with
      other applicable requirements of, the HSR Act, no consents or approvals of,
      or
      filings, declarations or registrations with, any Governmental Authority are
      necessary for the execution, delivery and performance of this Agreement by
      Shareholder or the consummation by Shareholder of the Transactions applicable
      to
      it, other than such other consents, approvals, filings, declarations or
      registrations that, if not obtained, made or given, would not reasonably be
      expected, individually or in the aggregate, to impair in any material respect
      the ability of Shareholder to perform its obligations hereunder or prevent
      or
      materially delay consummation of the Transactions applicable to it.

    Section
      2.4  Ownership
      of
      Equity.  Shareholder (i) has good and valid title to and
      beneficial ownership of the number of shares of Company Class A Common Stock
      and
      Company Class C Common Stock set forth opposite Shareholder’s name on Section
      2.4 of the Shareholder Disclosure Schedule free and clear of all liens, pledges,
      security interests, mortgages, charges, rights of first offer or refusal,
      options to purchase or other rights to acquire, assignments and encumbrances
      (“Liens”), (ii) has not granted any option, warrant, subscription, call,
      commitment or other right in or to any of such Shares, and (iii) is not a party
      to any voting trust, voting agreement, or shareholder agreement with respect
      to
      such Shares.

    Section
      2.5  Legal
      Proceedings.  There are no suits, actions, claims, proceedings or
      investigations pending or, to the Knowledge of Shareholder, threatened against,
      relating to or involving Shareholder which would reasonably be expected,
      individually or in the aggregate, to impair in any material respect the ability
      of Shareholder to perform its obligations hereunder or prevent or materially
      delay the consummation of the Transactions applicable to
      Shareholder.

    ARTICLE
      III.                                

    


    REPRESENTATIONS
      AND WARRANTIES REGARDING THE COMPANY

    The
      Company and, to
      the Knowledge of each such Shareholder, each of the Shareholders represents
      and
      warrants to the Purchaser that, except as set forth in the disclosure schedule
      delivered by the Company to the Purchaser simultaneously with the execution
      of
      this Agreement (the “Company Disclosure Schedule”):

    Section
      3.1  Organization,
      Standing and Corporate Power.  

    (a)  The
      Company is a
      corporation duly organized, validly existing and in good standing under the
      Laws
      of the State of Delaware and has all requisite corporate power and authority
      necessary to own, lease and operate all of its properties and assets and to
      carry on its business as it is now being conducted.  The Company is
      duly licensed or qualified to do business and is in good standing in each
      jurisdiction in which the nature of the business conducted by it or the
      character or location of the properties and assets owned or leased by it makes
      such licensing or qualification necessary, except where the failure to be so
      licensed, qualified or in good standing would not reasonably be expected,
      individually or in the aggregate, to have a Material Adverse
      Effect.  The Shareholders have previously made available to the
      Purchaser copies of the certificate of incorporation and bylaws of the Company
      (the “Company Charter Documents”), which copies are correct and complete
      (including as to any amendments) as of the date hereof.

    (b)  Section
      3.1(b) of
      the Company Disclosure Schedule lists each Subsidiary of the
      Company.  Each of the Company’s Subsidiaries is duly organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      organization.  Each of the Company’s Subsidiaries has all requisite
      corporate power and authority necessary to own, lease and operate its properties
      and assets and to carry on its business as currently conducted.  Each
      Subsidiary of the Company is duly licensed or qualified to do business and
      is in
      good standing in each jurisdiction in which the nature of the business conducted
      by it or the character or location of the properties and assets owned or leased
      by it makes such licensing or qualification necessary, except where the failure
      to be so licensed, qualified or in good standing (or equivalent status) would
      not reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect.  The Shareholders have previously made available to
      the Purchaser copies of the organizational documents of each Subsidiary, which
      copies are correct and complete (including as to any amendments) as of the
      date
      hereof.  All the outstanding shares of capital stock of, or other
      Equity Interests in, each Subsidiary of the Company are owned of record and
      beneficially, directly or (as set forth on Section 3.1(b) of the Company
      Disclosure Schedule) indirectly, by the Company free and clear of
      Liens.  The shares of capital stock of, or other Equity Interests in,
      each Subsidiary of the Company are duly authorized and validly issued and are
      fully paid, nonassessable and free of preemptive rights.  Other than
      capital stock of, or other Equity Interests in, a Subsidiary as set forth in,
      or
      as otherwise set forth in, Section 3.1(b) of the Company Disclosure Schedule,
      neither the Company nor any of its Subsidiaries owns, directly or indirectly,
      any capital stock or other Equity Interest in any corporation, limited liability
      company, partnership, joint venture or other business association or
      entity.  There are no outstanding options, warrants, conversion
      rights, rights of exchange, convertible or exchangeable securities or other
      rights to acquire or receive any shares of capital stock of, or Equity Interests
      in, any Subsidiary of the Company and there are no commitments, agreements
      or
      other obligations providing for the issuance of additional Equity Interests
      (or
      sale of treasury shares) of any Subsidiary of the Company, or for the repurchase
      or redemption of any Equity Interests of any Subsidiary of the
      Company.  Neither the Company nor any of its Subsidiaries is party to
      any voting trust, voting agreement, or shareholder agreement with respect to
      the
      shares of capital stock of, or other Equity Interests in, the Subsidiaries
      of
      the Company.

    Section
      3.2  Capitalization.  

    (a)  The
      authorized
      capital stock of the Company consists of 12,497,500 shares of Company Class
      A
      Common Stock, par value $.01 per share (“Company Class A Stock”), 2,500 shares
      of Company Class B Common Stock, par value $.01 per share (“Company Class B
      Stock”), 12,500,000 shares of Company Class C Common Stock, par value $.01 per
      share (“Company Class C Stock”), and 100,000 shares of Preferred Stock, par
      value $0.01 per share (“Company Preferred Stock”), of which (i) 7,878,750 shares
      of Company Class A Stock are issued and outstanding and 3,744,500 shares of
      Company Class A Stock are held by the Company in its treasury, (ii) 1 share
      of
      Company Class B Stock is issued and outstanding and 500 shares of Company Class
      B Stock are held by the Company in its treasury, and (iii) 850,358 shares of
      Company Class C Stock are issued and outstanding and 900,256 shares of Company
      Class C Stock were held by the Company in its treasury.  No shares of
      Company Preferred Stock are issued and outstanding or held by the Company in
      its
      treasury.  Except as set forth in the Company Charter Documents, there
      are no outstanding options, warrants, conversion rights, rights of exchange,
      convertible or exchangeable securities or other rights to acquire or receive
      any
      shares of capital stock of, or other Equity Interests in, the Company, and
      there
      are no commitments, agreements or other obligations providing for the issuance
      of additional Equity Interests (or sale of treasury shares) of the Company,
      or
      for the repurchase or redemption of any Equity Interests of the
      Company.  All of the issued and outstanding shares of capital stock
      of, or other Equity Interests in, the Company are held of record by the Persons
      and in the amounts set forth in Section 3.2(a) of the Company Disclosure
      Schedule.  All outstanding shares of Company Common Stock have been
      duly authorized and validly issued and are fully paid, nonassessable and free
      of
      preemptive rights.  Section 3.2(a) of the Company Disclosure Schedule
      sets forth the outstanding or authorized stock option, stock appreciation,
      restricted stock, phantom stock and stock plan awards or similar rights with
      respect to the Company (collectively, the “Stock Awards”), including, as
      applicable, the recipient of the award, exercise price, grant date, vesting
      schedule, and number of shares subject to such award.  The Company is
      not party to any voting trust, voting agreement or shareholder agreement with
      respect to the shares of capital stock of, or other Equity Interests in, the
      Company.  At the Closing, the Final Adjustment Certificate shall be
      accurate and complete in all respects with respect to the matters set forth
      in
      this Section 3.2(a).

    (b)  Section
      3.2(b) of
      the Company Disclosure Schedule sets forth, with respect to each Stock Award,
      whether such Stock Award is subject to Section 409A of the Code and whether
      the
      recipient of such Stock Award made an election pursuant to Section 83(b) of
      the
      Code with respect thereto.

    Section
      3.3  Authorization
      Noncontravention.

    (a)  The
      Company has all
      requisite corporate power and authority to execute and deliver this Agreement,
      to perform its obligations hereunder and to consummate the
      Transactions.  The execution, delivery and performance by the Company
      of this Agreement and the consummation of the Transactions have been authorized
      by all required action on the part of the Company.  This Agreement has
      been duly executed and delivered by the Company and constitutes a legal, valid
      and binding obligation of the Company, enforceable against the Company in
      accordance with its terms, subject to the Bankruptcy and Equity
      Exception.

    (b)  Neither
      the
      execution and delivery of this Agreement by the Company or the Shareholders
      nor
      the consummation by the Shareholders and the Company of the Transactions, nor
      compliance by the Shareholders and the Company with any of the terms or
      provisions hereof, will (i) conflict with or violate any provision of the
      Company Charter Documents or the organizational documents of any Subsidiary
      of
      the Company or, to the Knowledge of the Company, any Joint Venture, (ii) violate
      any Law, judgment, writ or injunction of any Governmental Authority applicable
      to the Company, any of its Subsidiaries or, to the Knowledge of the Company,
      any
      Joint Venture (iii) violate or (with or without notice or lapse of time or
      both)
      constitute a default (or give rise to any right of termination, cancellation
      or
      acceleration, or loss of any material benefit) under any of the terms,
      conditions or provisions of any Contract to which the Company, any of its
      Subsidiaries or, to the Knowledge of the Company, any Joint Venture is a party,
      or (iv) result in the imposition of a Lien on any assets of the Company or
      its
      Subsidiaries, except in the case of clauses (ii), (iii) and (iv), for such
      violations, defaults, or Liens as would not reasonably be expected, individually
      or in the aggregate, to have a Material Adverse Effect.

    (c)  The
      Company has
      delivered to the Purchaser correct and complete copies of (i) the Certificate
      Amendment, certified by the Secretary of State of the State of Delaware, (ii)
      the approvals of such Certificate Amendment by the Board of Directors and the
      stockholders of the Company, certified by the Secretary of the Company, and
      (iii) the approval of the Transactions by the Special Committee and the Board
      of
      Directors, certified by the Secretary of the Company.

    Section
      3.4  Governmental
      Approvals.  Except for filings required under, and compliance with
      other applicable requirements of, the HSR Act and as set forth on Section 3.4
      of
      the Company Disclosure Schedule, no material consents or approvals of, or
      filings, declarations or registrations with, any Governmental Authority are
      necessary for the execution and delivery of this Agreement by the Company and
      the consummation by the Company of the Transactions.

    Section
      3.5  Financial
      Statements; Undisclosed Liabilities.  (a)  Correct and
      complete copies of the Financial Statements have been made available to the
      Purchaser.  The Financial Statements have been prepared in accordance
      with GAAP applied on a consistent basis during the periods involved (subject,
      in
      the case of unaudited financial statements, to (i) normal, recurring year-end
      audit adjustments, and (ii) the absence of footnotes).  The Financial
      Statements fairly present, in all material respects, the consolidated financial
      position, results of operations, cash flows and changes in stockholders’ equity
      of the Company and its Subsidiaries as of the dates thereof and for the periods
      then ended (subject, in the case of unaudited interim statements, to
      (A) normal, recurring year-end audit adjustments, and (B) the absence
      of footnotes).

    (b)  Neither
      the Company
      nor any of its Subsidiaries has any liabilities which, if known, would be
      required to be reflected or reserved against on a consolidated balance sheet
      of
      the Company prepared in accordance with GAAP or the footnotes thereto, except
      liabilities (i) reflected or reserved against on the balance sheet of the
      Company and its Subsidiaries as of May 31, 2007 (the “Balance Sheet Date”), (ii)
      incurred after the Balance Sheet Date in the ordinary course of business
      consistent with past practices, (iii) as contemplated by this Agreement or
      otherwise in connection with the Transactions, or (iv) as would not reasonably
      be expected, individually or in the aggregate, to have a Material Adverse
      Effect.

    (c)  As
      of May 31, 2007,
      the amount equal to (i) the aggregate consolidated Indebtedness of the Company
      and its Subsidiaries of a type required to be reflected on a balance sheet
      prepared in accordance with GAAP, minus (ii) the aggregate consolidated cash
      and
      cash equivalents held by the Company and its Subsidiaries, calculated in
      accordance with GAAP in a manner consistent with the preparation of the most
      recent audited balance sheet included in the Financial Statements (to the extent
      not inconsistent with GAAP (“Net Indebtedness”), was equal to
      $150,000,000.

    Section
      3.6  Absence
      of
      Certain Changes.  

    (a)  Since
      the Balance
      Sheet Date, (i) the Company and each of its Subsidiaries has carried on and
      operated its businesses in all material respects in the ordinary course of
      business consistent with past practices and (ii) there has not been, and no
      change, event, effect or occurrence has taken place that would reasonably be
      expected, individually or in the aggregate, to have a Material Adverse
      Effect.

    (b)  Since
      the Balance
      Sheet Date, neither the Company nor any of its Subsidiaries has:

    (i)  (A)
      redeemed,
      purchased or otherwise acquired any of its outstanding Equity Interests, or
      any
      rights, warrants or options to acquire any Equity Interests; or (B) declared,
      set aside for payment or paid any dividend on, or made any other distribution
      in
      respect of, any Equity Interests;

    (ii)  sold
      or otherwise
      disposed of any of its material properties or assets, except (A) (1) sales,
      leases, and rentals of inventory, (2) non-exclusive licenses in connection
      therewith and (3) sale-leaseback transactions in connection with the “Airports”
business, in each case in the ordinary course of business consistent with past
      practices, (B) pursuant to Contracts in force on the date of this Agreement
      and
      set forth in the Company Disclosure Schedule, (C) dispositions of obsolete
      assets or (D) transfers among the Company and its wholly-owned
      Subsidiaries;

    (iii)  increased
      in any
      material respect the salary, benefits, bonuses or other compensation of any
      of
      its current or former directors, consultants, officers or employees, other
      than
      (A) as required pursuant to applicable Law or the terms of Contracts in effect
      on the date of this Agreement and set forth in the Company Disclosure Schedule;
      or (B) increases in salaries, wages and benefits of employees made in the
      ordinary course of business consistent with past practices;

    (iv)  (A)
      exercised any
      discretion to accelerate the vesting or payment of any compensation or benefit
      under any Company Plan; (B) paid any transaction-related bonuses, severance
      or
      other similar amounts to employees of the Company, its Subsidiaries, the
      Shareholders or any of their respective Affiliates; or (C) granted any new
      awards under any Company Plan;

    (v)  made
      any material
      changes in financial or tax accounting methods, principles or practices (or
      changed an annual accounting period), including a change in the methods,
      principles or practices related to the revaluing of any assets or writing off
      receivables or reserves;

    (vi)  adopted
      a plan or
      agreement of complete or partial liquidation or dissolution;

    (vii)  entered
      into any
      new material line of business;

    (viii)  made
      any
      acquisition of or material investment in any other business or Person, by
      purchase or other acquisition of Equity Interests, by merger, consolidation,
      asset purchase or other business combination, or by formation of any joint
      venture or other business organization or by contributions to
      capital;

    (ix)  settled
      or
      compromised any Action that is material to the Company and its Subsidiaries
      (taken as a whole);

    (x)  entered
      into any
      agreement in respect of Taxes, changed or made any Tax elections (unless
      required by applicable Law), filed any material amended Tax Return, settled
      or
      compromised any material Tax liability or consented to any extension or waiver
      of the limitation period applicable to any claim or assessment in respect of
      Taxes;

    (xi)  made
      any material
      capital expenditures other than in the ordinary course of business consistent
      with past practice or in accordance with the Company’s current capital
      expenditure budget disclosed to the Purchaser prior to the date
      hereof;

    (xii)  incurred,
      created
      or become liable for any Indebtedness (A) of the type described in clauses
      (i),
      (ii), (v), (with respect to interest rate swap obligations) (vii), or (with
      respect to any of the foregoing) (viii) of the definition thereof, other than
      Credit Facility Indebtedness (and interest rate swap obligations in connection
      therewith under Contracts in effect on the date of this Agreement and set forth
      in the Company Disclosure Schedule); or (B) any material Indebtedness of any
      other type other than in the ordinary course of business consistent with past
      practice;

    (xiii)  forgiven
      or waived
      any material Indebtedness outstanding against a Third Party;

    (xiv)  made
      any material
      loans or advances to, or investments in, any Third Party;

    (xv)  entered
      into any
      material transaction with any Third Party other than on arm’s length terms, to
      the extent the amount received or paid by the Company or any of its Subsidiaries
      is less than or exceeds, respectively, the amount which would be received or
      paid if at arm’s-length, including, without limitation, the forgiveness of any
      material claims against Third Parties not on an arm’s-length basis;

    (xvi)  made
      any material
      gift or other material gratuitous payment out of the ordinary course of
      business; or

    (xvii)  entered
      into any
      Contract pursuant to which, in connection with a Third Party providing surety
      bonds, performance guarantees or any similar obligations for the benefit of
      the
      Company or any of its Subsidiaries, such Third Party (A) is entitled to be
      provided with any material assets of the Company or any of its Subsidiaries
      as
      collateral or (B) is expressly entitled to provide or withhold its consent
      to a
      change of control of the Company or its Subsidiaries (or as a result of such
      a
      change of control, the Third Party would be entitled to terminate or modify
      such
      Contract); or

    (xviii)  agreed
      to take any
      of the foregoing actions.

    Section
      3.7  Legal
      Proceedings.  There is no pending or, to the Knowledge of the
      Company, threatened, legal, administrative or arbitral proceeding, claim, suit,
      investigation or action (“Action”) against the Company or any of its
      Subsidiaries, nor is there any Governmental Order, imposed upon the Company,
      any
      of its Subsidiaries, to the Knowledge of the Company, any Joint Venture, or
      any
      of their respective assets or directors or officers (in their capacity as such)
      that would reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect.

    Section
      3.8  Compliance
      With
      Laws; Permits. 

    (a)  The
      Company and its
      Subsidiaries and, to the Knowledge of the Company, the Joint Ventures are and
      during the past eighteen (18) months have been in compliance with all laws
      (including common law), statutes, ordinances, codes, rules, regulations and
      Governmental Orders of Governmental Authorities (collectively, “Laws”)
      applicable to the Company, any of its Subsidiaries or any Joint Venture, except
      for such non-compliance as would not reasonably be expected, individually or
      in
      the aggregate, to have a Material Adverse Effect.  During the past
      eighteen (18) months, except as would not reasonably be expected, individually
      or in the aggregate, to have a Material Adverse Effect, neither the Company
      nor
      any of its Subsidiaries nor, to the Knowledge of the Company, any Joint Venture
      has received or been subject to any written notice, charge, claim or assertion
      alleging any violations of Laws or Permits and, to the Knowledge of the Company,
      no charge, claim or assertion of any violation of any law or Permit by the
      Company, any of its Subsidiaries or any Joint Venture is threatened against
      the
      Company, any of its Subsidiaries or any Joint Venture.

    (b)  The
      Company and
      each of its Subsidiaries hold all licenses, franchises, permits, certificates,
      approvals and authorizations from Governmental Authorities necessary for the
      lawful conduct of their respective businesses (collectively, “Permits”), except
      where the failure to hold the same would not reasonably be expected,
      individually or in the aggregate, to have a Material Adverse
      Effect.  Section 3.8(b) of the Company Disclosure Schedule sets forth
      the correct and complete list of (i) all material Permits issued by the Federal
      Communications Commission and (ii) the jurisdictions outside of the United
      States in which the Company or a Subsidiary holds material Permits with respect
      to communications matters (the “Material Non-US Communications Permits”) and the
      current status of such Permits.  All Permits are in full force and
      effect and there are no proceedings pending or, to the Knowledge of the Company,
      threatened, that seek the revocation, cancellation, suspension or adverse
      modification of any such Permit, except as would not reasonably be expected,
      individually or in the aggregate, to have a Material Adverse
      Effect.  The Company and its Subsidiaries are in compliance with the
      terms of all Permits, except for such non-compliance as would not reasonably
      be
      expected, individually or in the aggregate, to have a Material Adverse
      Effect.

    (c)  The
      Material Non-US
      Communications Permits are in full force and effect.

    Section
      3.9  Tax
      Matters.  Except for those matters that would not reasonably be
      expected to have, individually or in the aggregate, a Material Adverse Effect:
      (i) each of the Company and its Subsidiaries has timely filed, or has caused
      to
      be timely filed on its behalf (taking into account any extension of time within
      which to file), all Tax Returns (as hereinafter defined) required to be filed
      by
      it, and all such filed Tax Returns are correct and complete in all respects;
      (ii) all Taxes of the Company and its Subsidiaries have been or will be timely
      paid, except to the extent that such Taxes are being contested in good faith
      and
      for which the Company or the appropriate Subsidiary has set aside adequate
      reserves in accordance with GAAP; (iii) without taking into account the
      Transactions and based upon activities to date, adequate reserves in accordance
      with GAAP have been established by the Company and its Subsidiaries for all
      Taxes not yet due and payable in respect of taxable periods ending on the date
      hereof; (iv) no deficiency with respect to Taxes has been proposed, asserted
      or
      assessed against the Company or any of its Subsidiaries which have not been
      fully paid or adequately reserved in the Financial Statements; and (v) no audit
      or other administrative or court proceedings are pending, or to the Knowledge
      of
      the Company, threatened by any Governmental Authority with respect to Taxes
      of
      the Company or any of its Subsidiaries and no written notice thereof has been
      received; (vi) all amounts of Tax required to be withheld by the Company or
      any
      of its Subsidiaries have been or will be timely withheld and paid over to the
      appropriate Tax authority; (vii) neither the Company nor any of its Subsidiaries
      has been a member of an affiliated group filing a consolidated federal income
      tax return (other than a group the common parent of which was the Company)
      or
      has any liability for the Taxes of any Person (other than the Company or any
      of
      its Subsidiaries) under Treasury regulation section 1.1502-6 (or any similar
      provision of state, local or foreign law), as a transferee, successor, by
      contract or otherwise; (viii) neither the Company nor any of its Subsidiaries
      is
      required to make any disclosure to the Internal Revenue Service with respect
      to
      a “listed transaction” pursuant to Section 1.6011-4(b)(2) of the Treasury
      Regulations promulgated under the Code; and (ix) neither the Company nor any
      of
      its Subsidiaries has distributed the stock of another company in a transaction
      that was purported or intended to be governed by section 355 or section 361
      of
      the Code.  This Section 3.9 includes the sole and exclusive
      representations and warranties of the Shareholders relating to Tax matters,
      including compliance with Laws relating thereto.

    Section
      3.10  Employee
      Benefits and Labor Matters. 

    (a)  Section
      3.10 of the
      Company Disclosure Schedule lists (i) all material “employee benefit plans” (as
      defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
      as amended (“ERISA”)), and (ii) all material employment, retention and severance
      plans and agreements and all bonus, incentive compensation, stock purchase,
      equity or equity based compensation, deferred compensation, change in control,
      vacation, salary continuation, life insurance plans and employee benefit plans,
      arrangements, policies and agreements (whether written or unwritten) (A)
      maintained, contributed to or required to be contributed to, within the prior
      six years, by the Company, any of its Subsidiaries, or any ERISA Affiliate,
      and
      (B) with respect to which the Company or any of its Subsidiaries may have any
      obligation or liability, contingent or otherwise (collectively, the “Company
      Plans”).  Section 3.10 of the Company Disclosure Schedule identifies
      any Company Plan that is not subject to the Laws of the United States (each,
      a
“Foreign Company Plan”), and no such Foreign Company Plan is a defined benefit
      pension plan.

    (b)  The
      Company has
      made available to Purchaser a correct and complete set of copies of (i) all
      Company Plans and related trust agreements, annuity contracts or other funding
      instruments, (ii) the latest IRS determination or opinion letter obtained with
      respect to any Company Plan qualified or exempt under Section 401 or 501 of
      the
      Code, as applicable, or analogous ruling under foreign law with respect to
      each
      Foreign Company Plan, (iii) Forms 5500 and certified financial statements (and
      in relation to the Foreign Company Plans, financial statements as filed with
      the
      applicable Governmental Authority) for the most recently completed fiscal year
      for each Company Plan, together with the most recent actuarial report, if any,
      prepared by the Company Plan’s enrolled actuary, and (iv) the current summary
      plan descriptions for each Company Plan.

    (c)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect: (a) each Company Plan has been maintained in accordance with
      its
      terms and in compliance with the applicable provisions of ERISA, the Code and
      all other applicable Laws; and (b) all contributions, premiums and benefit
      payments under or in connection with the Company Plans that are required to
      have
      been made as of the date hereof in accordance with the terms of the Company
      Plans have been timely made.  Each Company Plan that is intended to
      qualify under Section 401(a) of the Code has received a favorable determination
      letter to such effect and no events have occurred since the date of the most
      recent determination letter or application therefor relating to any such Company
      Plan that would cause the loss of such qualification which would reasonably
      be
      expected, individually or in the aggregate, to have a Material Adverse
      Effect.  None of the Company Plans is subject to Title IV of ERISA or
      Section 412 of the Code or is a multiemployer plan described in Section 3(37)
      of
      ERISA, and neither the Company nor any its Subsidiaries has ever maintained,
      contributed to, participated or agreed to participate in any such Company Plan,
      or has or could have any liability under Title IV of ERISA in respect of any
      Company Plan.  In the past two years there has been no “reportable
      event” (as defined in Section 4043(b) of ERISA and the Pension Benefit Guaranty
      Corporation (the “PBGC”) regulations under such Section) with respect to any
      Company Plan and no analogous event under applicable foreign
      Law.  Except as would not reasonably be expected, individually or in
      the aggregate, to have a Material Adverse Effect, as of the date of the most
      recently completed actuarial valuation of such plan, the “amount of unfunded
      benefit liabilities” (as defined in Section 4001(a)(18) of ERISA) of each
      Company Plan that is an “employee pension benefit plan” (as described in Section
      3(2) of  ERISA) (but excluding from the definition of “current value”
or “assets” of such plan accrued but unpaid contributions) and did not exceed
      zero.  None of the Company, its Subsidiaries, or any fiduciary of any
      Company Plan, has any material liability with respect to any transaction in
      violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as
      defined in Section 4975(c)(1) of the Code, for which no exemption exists under
      Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code.  There
      are no and have not been in the past two years any representation questions,
      strikes, work slowdowns, work stoppages, lockouts, arbitrations, grievances,
      unfair labor practice charges or complaints pending or, to the Knowledge of
      the
      Shareholders, threatened with respect to the Company or any of its Subsidiaries
      that, individually or in the aggregate, would reasonably be expected to have
      a
      Material Adverse Effect.  Neither the Company nor any of the
      Subsidiaries is a party to any labor or collective bargaining agreement, and,
      to
      the Knowledge of the Shareholders, there has been no attempt to organize the
      employees of the Company or any of its Subsidiaries in the past two
      years.  Except as would not reasonably be expected, individually or in
      the aggregate, to have a Material Adverse Effect, each of the Company and its
      Subsidiaries has complied in all material respects with all Laws relating to
      employment, equal employment opportunity, nondiscrimination, immigration, wages,
      hours, benefits, collective bargaining the payment of employment Taxes,
      occupational safety and health and plant closings.  Neither the
      execution and delivery of this Agreement nor the consummation of the
      Transactions will (whether alone or in connection with any other event) (x)
      result in the forgiveness of indebtedness or the acceleration or creation of
      any
      rights or payment, or increase the amount of any compensation due, to any
      current or former employee, director or consultant of the Company or its
      Subsidiaries, or (y) result in any material benefits under any Company
      Plan; each case excluding any rights, payments or benefits under any employee
      benefit plan subject to ERISA.

    (d)  No
      Company Plan
      provides or reflects any liability to provide post-termination or retiree
      welfare benefits to any person, except as may be required by COBRA or other
      applicable statute, and none of the Company, its Subsidiaries, or any ERISA
      Affiliate has ever represented, promised or contracted (whether in oral or
      written form) to any current or former employee, director or consultant of
      the
      Company or any of its Subsidiaries or any of their dependents that such person
      would be provided with post-termination or retiree welfare benefits, except
      to
      the extent required by statute.

    (e)  None
      of the
      Company, its Subsidiaries, or any ERISA Affiliate, has made any payment, is
      obligated to make any payment, or is a party to any agreement or agreements
      that, individually or collectively, provide for the payment by any of the
      Company, its Subsidiaries or any ERISA Affiliate to any employee, director
      or
      consultant of the Company or any of its Subsidiaries of any amount that may
      be
      an “excess parachute payment” under Section 280G of the Code or non-deductible
      under Section 280G of the Code.  This Section 3.10 includes the sole
      and exclusive representations and warranties relating to employee benefit and
      labor matters, including compliance with Laws relating thereto.

    Section
      3.11  Environmental
      Matters.  Except for those matters that would not reasonably be
      expected, individually or in the aggregate, to have a Material Adverse Effect,
      (a) each of the Company and its Subsidiaries is in compliance with, and holds
      all Permits required under, all applicable Environmental Laws, (b) there is
      no
      investigation, suit, claim, action or proceeding relating to or arising under
      Environmental Laws that is pending or, to the Knowledge of the Company,
      threatened against the Company or any of its Subsidiaries or any real property
      owned, operated or leased by the Company or any of its Subsidiaries, (c) neither
      the Company nor any of its Subsidiaries has received any written notice of
      or
      entered into any order, settlement, judgment, injunction or decree involving
      uncompleted, outstanding or unresolved obligations, liabilities or requirements
      relating to or arising under Environmental Laws, (d) there have been no Releases
      at or from any real property owned, operated or leased by the Company or any
      of
      its Subsidiaries that are reasonably likely to give rise to liabilities under
      Environmental Laws; and (e) neither the Company nor any of its Subsidiaries
      are
      liable for any Releases or cleanup of Hazardous Substances at any properties
      formerly owned, leased or operated by the Company or any of its Subsidiaries,
      or
      with respect to any offsite waste disposal location used by the Company or
      any
      of its Subsidiaries.  Correct and complete copies of all environmental
      reports, including all Phase 1 and Phase 2 reports, in the possession or control
      of the Shareholders, the Company or any of its Subsidiaries have been provided
      to Purchaser.  This Section 3.11 constitutes the sole and exclusive
      representation and warranty of the Shareholders regarding environmental and
      health and safety matters, including compliance with Laws relating
      thereto.

    Section
      3.12  Properties.  

    (a)  Section
      3.12(a) of
      the Company Disclosure Schedule contains a true and complete list of all real
      property owned by the Company or any of its Subsidiaries (collectively, the
      “Owned Real Property”) and, for each Owned Real Property, identifies the street
      address thereof.  The Shareholders have made available to the
      Purchaser correct and complete copies of the most recent deeds, title reports
      and title policies in its possession as of the date hereof with respect to
      the
      Owned Real Property

    (b)  Section
      3.12(b) of
      the Company Disclosure Schedule  contains a true and complete list of
      all material real property leased or subleased by the Company or any of its
      Subsidiaries (collectively, including the improvements thereon, the “Leased Real
      Property”), and for each Leased Real Property, identifies the street address of
      such Leased Real Property.  Correct and complete copies of all
      Contracts pursuant to which the Company or any of its Subsidiaries occupies
      or
      uses any material Leased Real Property (“Real Property Leases”) that have not
      been terminated or expired as of the date hereof have been made available to
      the
      Purchaser.

    (c)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect, the Company and/or its Subsidiaries have good and marketable
      fee
      simple title to all Owned Real Property and valid leasehold estates in all
      Leased Real Property, in each case free and clear of all Liens, except Permitted
      Liens.

    (d)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect, other than the Real Property Leases, none of the Owned Real
      Property or the Leased Real Property is subject to any lease, sublease, license
      or other agreement granting to any other Person any right to the use, occupancy
      or enjoyment of such Owned Real Property or Leased Real Property or any part
      thereof.

    (e)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect, each Real Property Lease is in full force and effect and
      constitutes the valid and legally binding obligation of the Company or its
      Subsidiaries, enforceable in accordance with its terms (subject to the
      Bankruptcy and Equity Exception), and there is no material default under any
      Real Property Lease either by the Company or its Subsidiaries party thereto
      or,
      to the Knowledge of the Company, by any other party thereto.

    (f)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect, there does not exist any pending condemnation or eminent domain
      proceedings that affect any Owned Real Property or, to the Knowledge of the
      Company, any such proceedings that affect any Leased Real Property or, to the
      Knowledge of the Company, any threatened condemnation or eminent domain
      proceedings that affect any Owned Real Property or Leased Real Property, and
      neither the Company nor its Subsidiaries have received any written notice of
      the
      intention of any Governmental Authority or other Person to take or use any
      Owned
      Real Property or Leased Real Property.

    (g)  The
      Company and its
      Subsidiaries have (i) valid leasehold interests in (in the case of leasehold
      interests in personal property) or (ii) good title to (in the case of all other
      personal property), all of the personal property used or held for use by them
      in
      their respective businesses, free and clear of all Liens other than Permitted
      Liens.  All of such tangible personal property is in good condition
      and repair, ordinary wear and tear excepted, and is usable in the ordinary
      course of business of the Company and its Subsidiaries as conducted on the
      date
      hereof.

    (h)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect, the personal property of the Company and its Subsidiaries
      (including all tangible and intangible personal property, whether owned, leased
      or licensed), together with the Owned Real Property and the Leased Real
      Property, include all of the assets, properties and rights of every type and
      description used by the Company or any of its Subsidiaries or their respective
      business.

    Section
      3.13  Insurance.  Section
      3.13 of the Company Disclosure Schedule sets forth a list of all insurance
      policies carried by or for the benefit of the Company and its Subsidiaries
      specifying the insurer, the nature of coverage, and the date through which
      coverage is scheduled to continue pursuant to the terms
      thereof.  Correct and complete copies of all material insurance
      policies have been made available to the Purchaser.  All such
      insurance policies are, to the Knowledge of the Company, in full force and
      effect, all premiums that are due with respect thereto have been or will be
      timely paid, no written notice of cancellation or termination has been received
      by the Company with respect to any such policy or other form of insurance,
      such
      policies will not terminate or lapse by reason of this Agreement and the
      consummation of the Transactions and the Company and its Subsidiaries are in
      material compliance with the terms of such policies (taken as a
      whole).  None of the Company or any of its Subsidiaries is in default
      in any material respect with respect to their obligations under any such
      insurance policies.  There is no material claim pending by the Company
      or any of its Subsidiaries under any such policy as to which coverage has been
      denied or disputed in writing by any underwriter of such
      policy.  

    Section
      3.14  Intellectual
      Property.  

    (a)  The
      Company and/or
      each of its Subsidiaries owns or has the right to use all (i) trademarks,
      service marks, trade names, Internet domain names, and all goodwill associated
      therewith and symbolized thereby, and registrations and applications therefor,
      including renewals; (ii) inventions and discoveries, whether patentable or
      not,
      and all patents, registrations, and applications therefor, including divisions,
      continuations, continuations-in-part and reissues; (iii) published and
      unpublished works of authorship, whether copyrightable or not, including
      computer software programs, applications, source code and object code, and
      databases and other compilations of information, copyrights in and to the
      foregoing, including extensions, renewals, and restorations, and registrations
      and applications therefor; and (iv) confidential and/or proprietary information,
      trade secrets and know-how, including processes, schematics, technical data,
      business methods, formulae, drawings, prototypes, models, designs, customer
      lists and supplier lists and any other intellectual property rights ((i) through
      (iv) collectively being referred to as “IP Rights”) that are used or held for
      use in the conduct of the business of the Company and its Subsidiaries as
      currently conducted, except for any such failures to own or have the right
      to
      use that would not reasonably be expected, individually or in the aggregate,
      to
      have a Material Adverse Effect.  Section 3.14(a) of the Company
      Disclosure Schedule sets forth a correct and complete list as of the date hereof
      of all of the following IP Rights owned by the Company or any of its
      Subsidiaries that are the subject of an application, filing or registration
      filed or recorded with a Governmental Authority: (A) United States and foreign
      patents and patent applications, (B)  trademarks and service marks, and
      applications to register trademarks and service marks, (C) domain names and
      (D)
      copyrights, and applications to register copyrights, and, in each case, the
      Company is the sole owner of, and possesses all right, title and interest in
      and
      to, such IP Rights, free and clear of all Liens (other than Permitted
      Liens).

    (b)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect:

    (i)  neither
      the Company
      nor any of its Subsidiaries has received written notice of any claims (A) that
      the conduct of the business of the Company and its Subsidiaries as currently
      conducted infringes or otherwise violates any IP Rights of any Person; (B)
      against the use by the Company or any of its Subsidiaries of any IP Right used
      in the business of the Company or any of its Subsidiaries as currently
      conducted; (C) challenging the ownership, validity or enforceability of any
      of
      the IP Rights owned by the Company, any of its Subsidiaries (collectively,
      the
“Company IP Rights”) or any IP Rights owned or held by Third Parties
      (collectively, the “Third-Party IP Rights”) licensed to the Company or any of
      its Subsidiaries or (D) challenging the right to use of any Third-Party IP
      Rights held by the Company or any of its Subsidiaries;

    (ii)  (A)
      to the
      Knowledge of the Company, there is no unauthorized use, infringement or other
      violation of any of the Company IP Rights or any Third-Party IP Rights by any
      Person; and (B) to the Knowledge of the Company, the conduct of the businesses
      of the Company and its Subsidiaries does not infringe, misappropriate or
      otherwise violate the IP Rights of any other Person; and

    (iii)  all
      Company IP
      Rights and Third-Party IP Rights are valid and enforceable.

    Section
      3.15  Contracts.

    (a)  Neither
      the Company
      nor any of its Subsidiaries nor, to the Knowledge of the Company and solely
      with
      respect to clauses (iii) and (xvi), any Joint Venture is a party to or bound
      by
      any: (i) Contract that purports to limit in any material respect either the
      type
      of business in which the Company or its Subsidiaries may engage or the manner
      or
      locations in which, or the Persons with or in competition with which, any of
      them may engage in any business; (ii) Contract which creates or governs a
      partnership, limited liability company, joint venture, or material alliance,
      joint development or similar material arrangement; (iii) indenture, mortgage,
      currency exchange, commodities or other hedging arrangement, credit agreement,
      loan agreement, guarantee, other contract for the borrowing of money, note
      or
      other evidence of Indebtedness or Contract relating to (including any guarantee
      of) Indebtedness; (iv) employment, severance or change-in-control Contract
      with
      any director, officer or key employee; (v) customer Contract (other than a
      Government Contract) (A) which provides for total funded value to one or more
      of
      the Company or its Subsidiaries in excess of $5,000,000 or (B) for the provision
      of GLOBALink services which is expected to provide for payments to one or more
      of the Company or its Subsidiaries in excess of $500,000 in the twelve (12)-
      month period ending December 31, 2007; (vi) supplier Contract which provided
      for
      payments by one or more of the Company or its Subsidiaries (A) in excess of
      $5,000,000 in the aggregate for the twelve (12) month period ended December
      31,
      2006 or (B) in excess of $1,400,000 in the aggregate for the five (5)-month
      period ended May 31, 2007; (vii) Contract for the lease of real or personal
      property in which the amount of payments which the Company or any of its
      Subsidiaries is required to make on an annual basis exceeds $1,000,000; (viii)
      material distribution, franchise, license, sales commission, consulting, agency,
      marketing or advertising Contract that involves aggregate payments in excess
      of
      $5,000,000; (ix) Contract with “take or pay” provisions, or “requirements”
provisions committing the Company or any of its Subsidiaries to provide the
      quantity of goods or services required by another Person; (x) Contract with
      any
      Shareholder or any Affiliate of the Company (other than a Subsidiary of the
      Company) or any Shareholders; (xi) license for the use of any material IP
      Rights; (xii) Contract (A) providing for the purchase or sale of any business,
      business unit or Person for consideration in excess of $1,000,000 and (B) under
      which the Company or any of its Subsidiaries has any continuing material
      obligation; (xiii) Contract for capital expenditures in excess of
      $2,000,000 in the aggregate; (xiv) collective bargaining agreement; (xv)
      Government Contract with a funded value in excess of $5,000,000; or (xvi) (A)
      guarantee by the Company or any of its Subsidiaries of the obligations of any
      Person other than the Company or any of its Subsidiaries, or (B) Contract
      guaranteed by a guarantee described in clause (A); provided, that for the
      purposes of determining whether any Contract meets a quantitative or other
      materiality threshold set forth in this sentence, such Contract shall be
      considered collectively with any series of substantially related Contracts
      with
      the same party.  Each such Contract described in clauses (i)-(xvii),
      and each Contract described in Appendix E to Section 3.15 of the Company
      Disclosure Schedule, is referred to herein as a “Material
      Contract”.

    (b)  All
      Material
      Contracts are legal, valid, binding and enforceable in accordance with their
      respective terms with respect to the Company and its Subsidiaries and, to the
      Knowledge of the Company, each other party to such Contracts.  Except
      as would not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect, (i) there is no existing default or breach of the
      Company or any of its Subsidiaries under any Material Contract to which the
      Company or a Subsidiary is a party (or event or condition that, with notice
      or
      lapse of time or both would constitute a default or breach), (ii) to the
      Knowledge of the Company, there is no such default or breach (or event or
      condition that, with notice or lapse of time or both, would constitute a default
      or breach) with respect to any third party to any such Contract, and (iii)
      none
      of the Company or any of its Subsidiaries has received any written notice or
      claim of default under any Material Contract.  Except in the case of
      (1) any Government Contract (A) the terms of which may not be disclosed to
      the
      Purchaser due to a required security clearance or Federal Acquisition
      Regulations and (B) that is described on Schedule 3.15(b) as not having been
      provided, and (2) Doha iMuse between Overseas Bechtel, Inc., the Company and
      the
      other parties thereto (for which a correct and complete summary of the material
      terms has been provided to the Purchaser), correct and complete copies of all
      Material Contracts, including all amendments and supplements thereto (other
      than
      any task, purchase or delivery order pursuant to such Material Contract for
      products or services with an aggregate price per order equal to or less than
      $5,000,000), have been made available to Purchaser or its
      representatives.

    (c)  Notwithstanding
      the
      foregoing, no employment agreement need be set forth in the Company Disclosure
      Schedule or disclosed to the Purchaser, in each case pursuant to this Section
      3.15, if such employment agreement (i) does not relate to an employee working
      in
      the United States, (ii) does not relate to an employee who is also a director
      or
      officer, (iii) is in all material respects in a form that is identified in
      Section 3.15 of the Company Disclosure Schedule and a correct and complete
      copy
      of which has been made available to the Purchaser and its representatives,
      and
      (iv) does not provide any severance or notice period in excess of 90 days (other
      than as required by applicable Laws).

    Section
      3.16  Affiliate
      Matters.  No Shareholder, officer or director of the Company or of
      any of its Subsidiaries (a) is a party to any Contract with, or relating to,
      the
      Company, a Subsidiary or their respective businesses, or (b) has an interest
      in
      any material asset (whether real, personal or intangible) of the Company or
      a
      Subsidiary.

    Section
      3.17  Brokers
      and
      Other Advisors.  

    (a)  Except
      for Goldman,
      Sachs & Co. and Evercore Group L.L.C. the fees and expenses of which paid or
      payable after May 31, 2007 will be paid or reimbursed by the Shareholders,
      no
      broker, investment banker, financial advisor or other Person is entitled to
      any
      broker’s, finder’s, financial advisor’s or other similar fee or commission, or
      the reimbursement of expenses, in connection with the Transactions based upon
      arrangements made by or on behalf of the Shareholders, the Company or any of
      its
      Subsidiaries.  A complete and correct copy of the agreements between
      Goldman, Sachs & Co. and the Company and Evercore Group L.L.C. and the
      Special Committee relating to the Transactions have been made available to
      the
      Purchaser.

    (b)  The
      Special
      Committee has received the opinion of Evercore Group L.L.C. to the effect that,
      as of the date of this Agreement, the aggregate consideration to be received
      in
      connection with the Transactions is fair to the Company’s stockholders from a
      financial point of view.  The Board of Directors has received the
      opinion of Goldman, Sachs & Co. to the effect that, as of the date of this
      Agreement, the consideration to be received pursuant to Section 1.2 and Section
      5.9 of this Agreement is fair in the aggregate to the Company’s stockholders
      from a financial point of view.

    Section
      3.18  Relations
      with
      Governments. 

    (a)  Except
      as would not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect, neither the Company nor any of its Subsidiaries nor,
      to
      the Knowledge of the Company, any Joint Venture nor any of their respective
      officers, directors, employees, agents or representatives acting on their
      behalf, has (i) used any funds for unlawful contributions, gifts, entertainment
      or other unlawful expenses related to political activity, (ii) made any unlawful
      payment or unlawfully offered anything of value to foreign or domestic
      government officials or employees or to foreign or domestic political parties
      or
      campaigns, or (iii) violated any applicable export control, money laundering
      or
      anti-terrorism law or regulation, nor have any of them otherwise taken any
      action which would cause the Company or any of its Subsidiaries to be in
      violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”),
      OFAC Laws and Regulations, the Arms Export Control Act, the International
      Traffic in Arms Regulations, the Foreign Trade Statistics Regulations or any
      applicable Law of similar effect.

    (b)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the
      Knowledge of the Company, any Joint Venture nor any of their respective
      officers, directors, employees, agents or representatives acting on their
      behalf, has made, directly or indirectly, any offer, payment or promise to
      pay
      any money, or to give any gift or anything else of value to any officer or
      employee of any Governmental Authority or any department, agency or
      instrumentality (including any state-owned enterprise, operating in a commercial
      capacity or otherwise) thereof, or of a public international organization,
      or
      any person acting in an official capacity or on behalf of any such Governmental
      Authority, department, agency or instrumentality (including any state-owned
      enterprise, operating in a commercial capacity or otherwise) or for, or on
      the
      behalf of any such public international organization or any political party
      or
      official thereof or any candidate for political office, for the purpose of
      influencing an official act or decision of that person, inducing that person
      to
      omit to do any act in violation of his or her lawful duty, securing any improper
      advantage, or inducing that person to use his influence with such a Governmental
      Authority or instrumentality to affect or influence any government act or
      decision, in order to assist the Company, any of its Subsidiaries or any Joint
      Venture in obtaining or retaining business.

    (c)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the
      Knowledge of the Company, any Joint Venture nor any of their respective
      officers, directors, employees, agents or representatives acting on their
      behalf, is or is acting for or on behalf of a Prohibited Person, and no
      Prohibited Person is entitled to or will receive any portion of the proceeds
      from this Transaction.

    (d)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect, the Company, each of its Subsidiaries and, to the Knowledge
      of
      the Company, each Joint Venture has accurately prepared and maintained all
      records as required by applicable laws with respect to its business relating
      to
      the importation of articles.

    (e)  Except
      as would not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the
      Knowledge of the Company, any Joint Venture nor any of their respective
      officers, directors, employees, agents or representatives acting on their
      behalf, has received written notice of any audits, inquiries, investigations,
      claims, notices or demands for duties, fines, penalties, seizures, forfeitures,
      product redelivery, or liquidated damages by any Governmental Authority arising
      out of any importation by or for the Company, any such Subsidiary or Joint
      Venture or any such representative.

    Section
      3.19  Customers
      and
      Suppliers. 

    (a)  Section
      3.19(a) of
      the Company Disclosure Schedule is a complete and correct list of the twenty
      (20) largest suppliers to the Company, and its Subsidiaries by aggregate dollar
      value of purchases during each of the most recently completed fiscal year and
      the five-month period ended May 31, 2007.  Since January 1, 2007,
      except as would not reasonably be expected, individually or in the aggregate,
      to
      have a Material Adverse Effect, no such supplier has canceled or otherwise
      terminated or materially and adversely modified, or to the Knowledge of the
      Company, threatened to cancel or otherwise terminate or materially and adversely
      modify, its relationship with the Company or any of its
      Subsidiaries.  To the Knowledge of the Company, neither the Company
      nor any of its Subsidiaries has received any notice that any such supplier
      intends to cancel or otherwise terminate or materially and adversely modify
      its
      relationship with the Company or any of its Subsidiaries on account of the
      Transactions or otherwise, except for such modifications or terminations as
      would not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect.

    (b)  Section
      3.19(b) of
      the Company Disclosure Schedule is a complete and correct list of the twenty
      (20) largest customers of the Company and its Subsidiaries by aggregate dollar
      value of sales during each of the most recently completed fiscal year and the
      five-month period ended May 31, 2007.  Since January 1, 2007, except
      as would not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect, no such customer has canceled or otherwise terminated
      or materially and adversely modified, or to the Knowledge of the Company,
      threatened in writing to cancel or otherwise terminate or materially and
      adversely modify, its relationship with the Company or any of its
      Subsidiaries.  To the Knowledge of the Company neither the Company nor
      any of its Subsidiaries has received any notice that any such customer intends
      to cancel or otherwise terminate or materially and adversely modify its
      relationship with the Company or any of its Subsidiaries on account of the
      Transactions or otherwise, except for such modifications or terminations as
      would not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect.

    Section
      3.20  Government
      Contracts.  Except as would not reasonably be expected,
      individually or in the aggregate, to have a Material Adverse
      Effect:

    (a)  during
      the past
      three (3) years no material quantities of products delivered or services
      performed by the Company or any of its Subsidiaries under any Government
      Contract have been rejected by any Governmental Authority, or prime contractor
      or subcontractor (at any tier) as not complying with contract specifications
      or
      requirements, and no termination for convenience, termination for default,
      cure
      notice or show cause notice has been issued and remains unresolved;

    (b)  no
      material amount
      due to the Company or any of its Subsidiaries has been withheld or set off
      by or
      on behalf of a Governmental Authority, or prime contractor or subcontractor
      (at
      any tier) with respect to any Government Contract;

    (c)  the
      Company and
      each of its Subsidiaries is in compliance with all obligations specified in
      the
      National Industrial Security Program Operating Manual, DOD 5220.22-M (January
      1995);

    (d)  to
      the Knowledge of
      the Company, no employee of the Company, or any of its Subsidiaries is (or
      during the last eighteen (18) months has been) under any administrative, civil
      or criminal investigation or indictment by any Governmental Authority with
      respect to the conduct of the business of the Company or any of its
      Subsidiaries;

    (e)  to
      the Knowledge of
      the Company, there is no pending material investigation by a Governmental
      Authority of the Company, any of its Subsidiaries, or any of its respective
      officers, employees or representatives, nor within the last three (3) years
      has
      there been any material investigation by a Governmental Authority of the Company
      or any of its Subsidiaries, or any of its respective officers, employees or
      representatives resulting in any finding with respect to any alleged
      irregularity, misstatement or omission arising under or relating to any
      Government Contract or bid (other than routine audits);

    (f)  during
      the last
      three (3) years, except as set forth on Section 3.20 of the Disclosure Schedule,
      neither the Company nor any of its Subsidiaries has made any voluntary
      disclosure in writing to any Governmental Authority with respect to any material
      alleged irregularity, misstatement or omission arising under or relating to
      any
      Government Contract or bid;

    (g)  since
      January 1,
      2001 neither the Company nor any Subsidiary has been suspended or debarred
      from
      bidding on contracts or subcontracts for or with any Governmental Authority;
      and

    (h)  no
      suspension or
      debarment actions with respect any Government Contract have been commenced
      or,
      to the Knowledge of the Company, threatened in writing against the Company
      or
      any of its Subsidiaries or, to the Knowledge of the Company, any of their
      respective officers, directors or employees.

    ARTICLE
      IV.                                

    


    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

    The
      Purchaser
      represents and warrants to the Shareholders that:

    Section
      4.1  Organization;
      Standing.  The Purchaser is a corporation duly organized, validly
      existing and in good standing under the Laws of the State of
      Delaware.

    Section
      4.2  Authority;
      Noncontravention.  

    (a)  The
      Purchaser has
      all necessary corporate power and authority to execute and deliver this
      Agreement, to perform its obligations hereunder and to consummate the
      Transactions.  The execution, delivery and performance by the
      Purchaser of this Agreement, and the consummation by the Purchaser of the
      Transactions, have been duly authorized and approved by its Board of Directors,
      and no other corporate action on the part of the Purchaser is necessary to
      authorize the execution, delivery and performance by the Purchaser of this
      Agreement and the consummation by it of the Transactions.  This
      Agreement has been duly executed and delivered by the Purchaser and constitutes
      a legal, valid and binding obligation of the Purchaser, enforceable against
      the
      Purchaser in accordance with its terms, subject to the Bankruptcy and Equity
      Exception.

    (b)  Neither
      the
      execution and delivery of this Agreement by the Purchaser, nor the consummation
      by the Purchaser of the Transactions, nor compliance by the Purchaser with
      any
      of the terms or provisions hereof, will (i) conflict with or violate any
      provision of the certificate of incorporation or bylaws of the Purchaser, (ii)
      violate any Law, judgment, writ or injunction of any Governmental Authority
      applicable to the Purchaser or any of its Subsidiaries, or (iii) constitute
      a
      breach of the terms, conditions or provisions of any Contract to which the
      Purchaser, or any of its Subsidiaries is a party, except, in the case of clauses
      (ii) and (iii), for such violations or defaults as would not reasonably be
      expected, individually or in the aggregate, to impair in any material respect
      the ability of the Purchaser to perform its obligations hereunder or prevent
      or
      materially delay consummation of the Transactions.

    Section
      4.3  Governmental
      Approvals.  Except for filings required under, and compliance with
      other applicable requirements of, the HSR Act and the competition or antitrust
      Laws of Governmental Authorities outside the United States listed on Schedule
      4.3, and except for requirements of the Purchaser and its Affiliates in
      connection with consents, approvals, filings, declarations or registrations
      set
      forth in Section 3.4 of the Company Disclosure Schedule, no consents or
      approvals of, or filings, declarations or registrations with, any Governmental
      Authority are necessary for the execution, delivery and performance of this
      Agreement by the Purchaser or the consummation by the Purchaser of the
      Transactions, other than such other consents, approvals, filings, declarations
      or registrations that, if not obtained, made or given, would not reasonably
      be
      expected, individually or in the aggregate, to impair in any material respect
      the ability of the Purchaser to perform its obligations hereunder or prevent
      or
      materially delay consummation of the Transactions.

    Section
      4.4  Capital
      Resources.

    (a)  The
      Purchaser has
      received and accepted an executed commitment letter dated as of the date of
      this
      Agreement (the “Debt Commitment Letter”) from the lenders party thereto
      (collectively, the “Lenders”) relating to the commitment of the Lenders to
      provide debt financing (the “Debt Financing”) on the terms contemplated
      thereby.

    (b)  The
      Purchaser has
      received and accepted executed commitment letters dated as of the date of this
      Agreement (the “Equity Commitment Letters” and, together with the Debt
      Commitment Letter, the “Commitment Letters”) from Carlyle Partners IV,
      L.P. (the “Equity Investor”) relating to the commitment of the Equity
      Investor to provide the full amount of the cash equity described therein (the
      “Cash Equity”, and together with the Debt Financing, the
“Financing”), on the terms contemplated thereby.  Complete and
      correct copies of the executed Commitment Letters have been provided to the
      Shareholders.

    (c)  Except
      as expressly
      set forth in the Commitment Letters, there are no conditions precedent to the
      obligations of the Lenders and the Equity Investor to provide the Financing
      or
      any contingencies that would permit the Lenders or the Equity Investor to reduce
      the total amount of the Financing.

    (d)  Subject
      to its
      terms and conditions, the Financing will provide the Purchaser with acquisition
      financing on the Closing Date sufficient to consummate the Transactions on
      the
      terms contemplated by this Agreement and to pay related fees and
      expenses.

    (e)  As
      of the date of
      this Agreement, the Commitment Letters are valid, binding and in full force
      and
      effect and no event has occurred that, with or without notice, lapse of time,
      or
      both, would reasonably be expected to constitute a default or breach or a
      failure to satisfy a condition precedent on the part of the Purchaser under
      the
      terms and conditions of the Commitment Letters, other than any such default,
      breach or failure that has been waived by the Lenders or the applicable Equity
      Investor, as the case may be, or otherwise cured in a timely manner by the
      Purchaser to the satisfaction of the Lenders or such Equity Investor, as the
      case may be.  The Purchaser has paid in full any and all commitment
      fees or other fees required to be paid pursuant to the terms of the Commitment
      Letters on or before the date of this Agreement.

    Section
      4.5  Brokers
      and
      Other Advisors.  No broker, investment banker, financial advisor
      or other Person is entitled to any broker’s, finder’s, financial advisor’s or
      other similar fee or commission in connection with the Transactions based upon
      arrangements made by or on behalf of the Purchaser or any of its
      Subsidiaries.

    Section
      4.6  Ownership
      of
      Shares.  Neither the Purchaser, nor any of its Affiliates owns
      (directly or indirectly, beneficially or of record) any shares of Company Common
      Stock and neither the Purchaser nor any of its Affiliates holds any rights
      to
      acquire shares of Company Common Stock except pursuant to this
      Agreement.

    Section
      4.7  Investigation;
      Acknowledgement.  The Purchaser has conducted a thorough review
      and analysis of the business, operations, assets, liabilities, results of
      operations, financial condition, technology and prospects of the Company and
      its
      Subsidiaries and acknowledges that it has been provided adequate access to
      the
      personnel, properties, premises and records of the Company and its Subsidiaries
      for such purpose.  The Purchaser acknowledges and agrees that (a)
      neither the Shareholders nor any Person on behalf of the Shareholders is making
      any representations or warranties whatsoever, express or implied, beyond those
      expressly given by the Shareholders in Articles II and III hereof, and (b)
      the
      Purchaser has not been induced by, or relied upon, any representations,
      warranties or statements (written or oral), whether express or implied, made
      by
      any Person, that are not expressly set forth in Articles II or III of this
      Agreement.  Without limiting the generality of the foregoing, the
      Purchaser acknowledges that no representations or warranties are made with
      respect to any projections, forecasts, estimates, budgets or prospect
      information that may have been made available to the Purchaser or any of its
      representatives.  Neither the Shareholders nor any other Person will
      have or be subject to any liability or indemnification obligation to the
      Purchaser or any other Person resulting from the distribution to the Purchaser,
      or the Purchaser’s use of, any such information, including the Confidential
      Memorandum, dated February 2007, related to the Company and its Subsidiaries
      and
      any information, documents or material made available to the Purchaser or its
      representatives in certain “data rooms,” management presentations, functional
“break-out” discussions, responses to questions submitted on behalf of the
      Purchaser, whether orally or in writing, or in any other form in expectation
      or
      furtherance of the transactions contemplated by this Agreement, nor has the
      Purchaser relied on any such information; provided, however, that the foregoing
      shall not limit the rights of the Purchaser with respect to claims for fraud
      relating to the provisions of this Agreement or any document required to be
      delivered pursuant to this Agreement or claims for indemnification pursuant
      to
      Article IX.

    ARTICLE
      V.                                

    


    ADDITIONAL
      COVENANTS AND AGREEMENTS

    Section
      5.1  Conduct
      of
      Business.

    (a)  Except
      as expressly
      contemplated or permitted by this Agreement or Section 5.1 of the Company
      Disclosure Schedule or as required by applicable Law, during the period from
      the
      date of this Agreement until the Closing, unless the Purchaser otherwise
      consents (which consent shall not be unreasonably withheld or delayed), the
      Company shall, and shall cause each of its Subsidiaries to, use reasonable
      best
      efforts to (i) conduct its business in all material respects in the ordinary
      course consistent with past practice and policies, (ii) keep available the
      services of the officers and key employees of the Company and the officers
      and
      key employees of its Subsidiaries that are material to the Company and its
      Subsidiaries taken as a whole, and (iii) maintain in all material respects
      good
      relations with the material customers, lenders, suppliers and other Persons
      having material business relationships with the Company or its
      Subsidiaries.

    (b)  Except
      as expressly
      contemplated or permitted by this Agreement or Section 5.1 of the Company
      Disclosure Schedule or as required by applicable Law, during the period from
      the
      date of this Agreement until the Closing, unless the Purchaser otherwise
      consents (which consent shall not be unreasonably withheld or delayed), the
      Company shall not, and shall cause each of its Subsidiaries not to:

    (i)  (A)
      issue, sell or
      grant any Equity Interests, or any securities or rights convertible into,
      exchangeable or exercisable for, or evidencing the right to subscribe for any
      Equity Interests, or any rights, warrants or options to purchase any Equity
      Interests; (B) redeem, purchase or otherwise acquire any of its outstanding
      Equity Interests, or any rights, warrants or options to acquire any Equity
      Interests; (C) declare, set aside for payment or pay any dividend on, or make
      any other distribution in respect of, any Equity Interests; or (D) split,
      combine, subdivide or reclassify any Equity Interests;

    (ii)  sell,
      create a Lien
      upon or otherwise dispose of any of its properties or assets, except (A) (1)
      sales, leases, and rentals of inventory, (2) non-exclusive licenses in
      connection therewith and (3) sale-leaseback transactions in connection with
      the
“Airport” business, in each case in the ordinary course of business consistent
      with past practices, (B) pursuant to Contracts in force on the date of this
      Agreement and set forth in the Company Disclosure Schedule, (C) dispositions
      of
      obsolete assets or (D) transfers among the Company and its wholly-owned
      Subsidiaries;

    (iii)  increase
      in any
      material respect the salary, benefits, bonuses or other compensation of any
      of
      its current or former directors, consultants, officers or employees, other
      than
      (A) as required pursuant to applicable Law or the terms of Contracts in effect
      on the date of this Agreement and set forth in the Company Disclosure Schedule,
      or (B) increases in salaries, wages and benefits of employees made in the
      ordinary course of business consistent with past practices;

    (iv)  (A)
      enter into or
      modify any employment, retention, change of control or severance agreement
      with,
      or (except as may be required by applicable Law) establish, adopt, enter into
      or
      modify any Company Plan, bonus, profit sharing, thrift, stock option, restricted
      stock, pension, retirement, welfare, deferred compensation, employment,
      retention, change of control, termination, severance or other benefit plan,
      agreement, policy or arrangement for the benefit of, any current or former
      director, officer or employee; (B) exercise any discretion to accelerate the
      vesting or payment of any compensation or benefit under any Company Plan; (C)
      grant any new awards under any Company Plan; (D) take any action to fund the
      payment of compensation or benefits under any Company Plan; (E) adopt or amend
      in any respect any Company Plan, except as required by applicable Law; or (F)
      pay any transaction-related bonuses, severance or other similar amounts to
      employees of the Company, its Subsidiaries, the Shareholders or any of their
      respective Affiliates; except, in the case of clauses (A), (C), (D) and (E),
      in
      the ordinary course of business consistent with past practice, or as may be
      required by the terms of any such plan, agreement, policy or arrangement in
      effect on the date hereof;

    (v)  make
      any material
      changes in financial or tax accounting methods, principles or practices (or
      change an annual accounting period), including revaluing any assets or writing
      off receivables or reserves, except insofar as may be required by a change
      in
      GAAP or applicable Law;

    (vi)  except
      as otherwise
      contemplated herein, amend its certificate of incorporation, bylaws or analogous
      charter documents;

    (vii)  adopt
      a plan or
      agreement of complete or partial liquidation or dissolution or cause or permit
      Aeromobile Ltd. to adopt a plan or agreement of complete or partial liquidation
      or dissolution;

    (viii)  take
      or agree to
      commit to take, any action that could reasonably be expected to (A) impose
      any
      material delay in the obtaining of, or significantly increase the risk of not
      obtaining, any authorizations, consents, orders, declarations or approvals
      of
      any Governmental Authority necessary to consummate the Transactions or the
      expiration or termination of any applicable waiting period, (B) significantly
      increase the risk of any Governmental Authority entering an order or Restraint
      prohibiting or impeding the consummation of the Transactions or (C) otherwise
      materially delay the consummation of the Transactions (each, a
“Delay”);

    (ix)  enter
      into any new
      material line of business;

    (x)  make
      any
      acquisition of or material investment in any other business or Person, by
      purchase or other acquisition of Equity Interests, by merger, consolidation,
      asset purchase or other business combination, or by formation of any joint
      venture or other business organization or by contributions to
      capital;

    (xi)  settle
      or
      compromise any Action (A) relating to this Agreement or the Transactions or
      (B)
      that is otherwise material to the Company or its Subsidiaries;

    (xii)  enter
      into any
      agreement in respect of Taxes, change or make any Tax elections (unless required
      by applicable Law), file any material amended Tax Return, settle or compromise
      any material Tax liability or consent to any extension or waiver of the
      limitation period applicable to any claim or assessment in respect of
      Taxes;

    (xiii)  amend
      in any
      material respect or terminate any Material Contract, other than the entry into
      task, purchase or delivery orders under Government Contracts in the ordinary
      course of business consistent with past practices;

    (xiv)  enter
      into any (A)
      Material Contract (or any other Contract that reasonably likely would have
      been
      a Material Contract if entered into on January 1, 2006), other than supplier
      or
      customer Contracts (excluding fixed price customer Contracts with an aggregate
      contract value equal to or greater than $10,000,000) entered into in the
      ordinary course of business consistent with past practices or (B) other material
      Contract, other than Contracts entered into in the ordinary course of business
      consistent with past practices;

    (xv)  make
      any material
      capital expenditures other than in the ordinary course of business consistent
      with past practice or in accordance with the Company’s current capital
      expenditure budget disclosed to the Purchaser prior to the date
      hereof;

    (xvi)  incur,
      create or
      become liable for any Indebtedness (A) of the type described in clauses (i),
      (ii), (v), (with respect to interest rate swap obligations) (vii), or (with
      respect to any of the foregoing) (viii) of the definition thereof, other than
      Credit Facility Indebtedness (and interest rate swap obligations in connection
      therewith under Contracts in effect on the date of this Agreement and set forth
      in the Company Disclosure Schedule); provided that Net Indebtedness as of the
      Closing Date shall not exceed $172,000,000; or (B) of any other type of material
      Indebtedness other than in the ordinary course of business consistent with
      past
      practice;

    (xvii)  forgive
      or waive
      any material Indebtedness outstanding against a Third Party;

    (xviii)  make
      any material
      loans or advances to, or investments in, any Third Party;

    (xix)  pay
      any fees or
      expenses incurred or to be incurred by the Shareholders or the Company in
      connection with the Transactions;

    (xx)  enter
      into any
      material transaction with any Third Party other than on arm’s length terms, to
      the extent the amount received or paid by the Company or any of its Subsidiaries
      is less than or exceeds, respectively, the amount which would be received or
      paid if at arm’s-length, including, without limitation, the forgiveness of any
      material claims against Third Parties not on an arm’s-length basis;

    (xxi)  make
      any material
      gift or other material gratuitous payment out of the ordinary course of
      business;

    (xxii)  enter
      into any
      indemnity relating to the obligation of a Third Party, other than in the
      ordinary course of business, consistent with past practice;

    (xxiii)  enter
      into any
      Contract pursuant to which, in connection with a Third Party providing surety
      bonds, performance guarantees or any similar obligations for the benefit of
      the
      Company or any of its Subsidiaries, such Third Party (A) is expressly entitled
      to be provided with any material assets of the Company or any of its
      Subsidiaries as collateral or (B) is entitled to provide or withhold its consent
      to a change of control of the Company or its Subsidiaries (or as a result of
      such a change of control, the Third Party would be entitled to termination
      or
      modify such Contract); or

    (xxiv)  agree
      to take any
      of the foregoing actions.

    (c)  The
      Purchaser
      agrees that, during the period from the date of this Agreement until the Closing
      Date, the Purchaser shall not, and shall not permit any of its Subsidiaries
      to,
      take, or agree or commit to take, any action that could reasonably be expected
      to result in a Delay.  Without limiting the generality of the
      foregoing, the Purchaser agrees that, during the period from the date of this
      Agreement until the Closing, the Purchaser shall not, and shall not permit
      any
      of its Subsidiaries to, acquire or agree to acquire by merging or consolidating
      with, or by purchasing a substantial portion of the assets of or equity in,
      or
      by any other manner, any Person or portion thereof, or otherwise acquire or
      agree to acquire any assets or rights, if the entering into of a definitive
      agreement relating to or the consummation of such acquisition, merger or
      consolidation would reasonably be expected to result in a Delay.

    Section
      5.2  No
      Solicitation.  Until the earlier of the Closing or the termination
      of this Agreement pursuant to Article VIII, no Shareholder shall, directly
      or
      indirectly, through any officer, director, or agent of any of such Shareholder,
      the Company or any of its Subsidiaries or otherwise, initiate, solicit or
      encourage (including by way of furnishing non-public information or assistance),
      or enter into negotiations of any type, directly or indirectly, or enter into
      a
      confidentiality agreement, letter of intent or other Contract with any Person
      other than the Purchaser with respect to a sale of all or any substantial
      portion of the assets of the Company or any of its Subsidiaries, or a merger,
      consolidation, business combination, sale of all or any substantial portion
      of
      the capital stock or Equity Interests of the Company, or the liquidation or
      similar extraordinary transaction with respect to the Company or any of its
      Subsidiaries (an “Acquisition Transaction”).  

    Section
      5.3  Reasonable
      Best
      Efforts. 

    (a)  Subject
      to the
      terms and conditions of this Agreement, each of the parties hereto shall
      cooperate with the other parties and use their respective reasonable best
      efforts to promptly (i) take, or cause to be taken, all actions, and do, or
      cause to be done, all things, necessary, proper or advisable to cause the
      conditions to Closing to be satisfied as promptly as practicable and to
      consummate and make effective, in the most expeditious manner practicable,
      the
      Transactions, including preparing and filing promptly and fully all
      documentation to effect all necessary filings, notices, petitions, statements,
      registrations, submissions of information, applications and other documents
      (including any required or recommended filings under applicable Antitrust Laws),
      and (ii) obtain all approvals, consents, registrations, permits, authorizations
      and other confirmations from any Governmental Authority or Third Party
      necessary, proper or advisable to consummate the Transactions.  For
      purposes hereof, “Antitrust Laws” means the Sherman Act, as amended, the Clayton
      Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended,
      and
      all other applicable Laws issued by a United States or federal Governmental
      Authority that are designed or intended to prohibit, restrict or regulate
      actions having the purpose or effect of monopolization or restraint of trade
      or
      lessening of competition through merger or acquisition.  Except as
      provided in Section 5.14 (and subject to Section 5.7), the parties acknowledge
      and agree that (i) neither the Company nor the Shareholders shall be required
      to
      expend any funds (other than the fees, costs and expenses of its advisors,
      accountants or counsel related thereto which shall be paid in all events by
      such
      party) in order to obtain any consents required by or requested from Third
      Parties in connection with the consummation of the Transactions, and (ii) the
      Company shall not, without the prior written consent of the Purchaser, expend
      or
      commit to expend any funds, or enter into or amend any Contract in order to
      obtain any such Third Party consent.

    (b)  In
      furtherance and
      not in limitation of the foregoing, the Purchaser and the Company shall prepare
      and file, any required notifications pursuant to the HSR Act with respect to
      the
      Transactions as promptly as practicable after the date hereof and supply as
      promptly as practicable any additional information and documentary material
      that
      may be requested pursuant to the HSR Act and use its reasonable best efforts
      to
      take, or cause to be taken, all other actions consistent with this Section
      5.3
      necessary to cause the expiration or termination of the applicable waiting
      periods under the HSR Act (including any extensions thereof) as soon as
      practicable.  Notwithstanding anything herein to the contrary, the
      Purchaser and the Company shall prepare and file any required notifications
      pursuant to the HSR Act with respect to the Transactions within ten (10)
      Business Days following the date hereof.

    (c)  Each
      of the parties
      hereto shall use its reasonable best efforts to (i) cooperate in all
      respects with each other in connection with any filing or submission with a
      Governmental Authority in connection with the Transactions and in connection
      with any investigation or other inquiry by or before a Governmental Authority
      relating to the Transactions, including any proceeding initiated by a private
      party, and (ii) keep the other party informed in all material respects and
      on a
      reasonably timely basis of any material communication received by such party
      or
      the Company from, or given by such party or the Company to, the Federal Trade
      Commission, the Antitrust Division of the Department of Justice or any other
      Governmental Authority and of any material communication received or given
      in
      connection with any proceeding by a private party, in each case regarding any
      of
      the Transactions.  Subject to applicable Laws relating to the exchange
      of information and except with respect to competitively sensitive information,
      each of the parties hereto shall have the right to review in advance, and to
      the
      extent practicable each will consult the other on, all the information relating
      to the other parties and their respective Subsidiaries, as the case may be,
      that
      appears in any filing made with, or written materials submitted to, any Third
      Party and/or any Governmental Authority by the other party or the Company in
      connection with the Transactions.  Each party shall have the right to
      attend conferences and meetings between the other party or the Company and
      regulators concerning the Transactions, except to the extent any applicable
      regulator expressly requests otherwise.

    (d)  In
      furtherance and
      not in limitation of the covenants of the parties contained in this Section
      5.3,
      each of the parties hereto shall use its reasonable best efforts to resolve
      such
      objections, if any, as may be asserted by a Governmental Authority or other
      Person with respect to the Transactions.  Without limiting any other
      provision hereof, each party shall use its reasonable best efforts to (i) avoid
      the entry of, or to have vacated or terminated, any decree, order or judgment
      that would restrain, prevent or delay the consummation of the Transactions,
      on
      or before the Walk-Away Date, including by defending through litigation on
      the
      merits any claim asserted in any court by any Person, and (ii) avoid or
      eliminate each and every impediment under any Antitrust Law that may be asserted
      by any Governmental Authority with respect to the Transactions so as to enable
      the consummation of the Transactions to occur as soon as reasonably possible
      (and in any event no later than the Walk-Away Date).

    Section
      5.4  Public
      Announcements.  The initial press release with respect to the
      execution of this Agreement shall be a joint press release to be reasonably
      agreed upon by the Purchaser and the Shareholders.  Thereafter,
      neither the Shareholders nor the Purchaser nor the Company shall issue or cause
      the publication of any press release or other public announcement (to the extent
      not previously issued or made in accordance with this Agreement) with respect
      to
      this Agreement or the Transactions without the prior consent of the other party
      (which consent shall not be unreasonably withheld or delayed), except as may
      be
      required by Law or by any applicable listing agreement with a national
      securities exchange or national market system as determined in the good faith
      judgment of the party proposing to make such release (in which case neither
      such
      party nor, as the case may be, the Company shall issue or cause the publication
      of such press release or other public announcement without prior consultation
      with the other party).  Notwithstanding anything to the contrary in
      this Agreement, after consultation with and review by the Shareholders, the
      Purchaser and its Affiliates shall have the right to disclose summary
      information about this Agreement and the Transactions as part of normal
      fundraising, marketing, informational and reporting activities and in connection
      with the financing of the Transactions; provided that each Shareholder shall
      respond promptly and in any event in within two Business Days to any request
      for
      such consultation and review and in the event any such Shareholder fails to
      so
      respond, such Shareholder shall have no right to assert a breach by the
      Purchaser of this last sentence of this Section 5.4.

    Section
      5.5  Access
      to
      Information; Confidentiality.  Subject to applicable Laws relating
      to the exchange of information, the Company shall, and shall cause its
      Subsidiaries to, afford to the Purchaser and the Purchaser’s representatives
      reasonable access during normal business hours to the properties, books,
      Contracts and records of the Company and its Subsidiaries and furnish promptly
      to the Purchaser such information concerning their respective businesses and
      properties as the Purchaser may reasonably request; provided, however, that
      the
      Company shall not be obligated to provide such access or information if the
      Company determines, in its reasonable judgment, that doing so would violate
      applicable Law or a Contract or obligation of confidentiality owing to a
      third-party or jeopardize the protection of an attorney-client privilege that
      the Company or any of its Subsidiaries would be entitled to assert, if the
      Company reasonably believes that undermining such privilege would adversely
      affect in any material respect the Company’s or its Subsidiary’s position in any
      pending, or what the Company believes in good faith is likely to be future,
      litigation; provided, however, that in each case (i) the parties hereto shall
      cooperate to find a way to allow disclosure of such information to the extent
      doing so would not (in the good faith view of the Company) reasonably be likely
      to (A) result in a violation of the applicable Law, Contract or obligation
      of
      confidentiality or (B) undermine the applicable privilege and (ii) if any
      information is not disclosed due to the preceding proviso, the Company shall
      notify the Purchaser in writing (to the extent not prohibited by the applicable
      Law, Contract or obligation, and except as would undermine the applicable
      privilege) of the subject matter of any such information and the facts giving
      rise to such failure to disclose such information.  Except with
      respect to the Required Financial Information and other information that may
      be
      necessary to disclose in connection with the Financing, until the Closing,
      the
      information provided will be subject to the terms of the Confidentiality
      Agreement.

    Section
      5.6  Indemnification
      and Insurance.

    (a)  The
      Purchaser shall
      cause the Company and its Subsidiaries (and their successors) to establish
      and
      maintain for a period of not less than six years from and after the Closing
      Date
      provisions in their certificates of incorporation, bylaws and other
      organizational documents concerning the indemnification and exoneration
      (including provisions relating to expense advancement) of the Company’s and its
      Subsidiaries’ former and current officers, directors, employees, and agents that
      are no less favorable to those persons than the provisions of the certificate
      of
      incorporation, bylaws and other organizational documents of the Company and
      its
      Subsidiaries as in effect as of the date hereof, and such provisions shall
      not
      be amended, repealed or otherwise modified in any respect that would adversely
      affect the rights hereunder of such individuals, except as required by
      applicable law.  The Purchaser shall assume, be jointly and severally
      liable for, and honor, guaranty and stand surety for, and shall cause the
      Company to honor, in accordance with their respective terms each of the
      covenants contained in this Section 5.6(a).

    (b)  From
      and after the
      Closing Date, the Purchaser shall cause the Company to (i) indemnify and hold
      harmless each individual who at the Closing Date is, or at any time prior to
      the
      Closing Date was, a director or officer of the Company or of a Subsidiary of
      the
      Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with
      respect to all claims, liabilities, losses, damages, judgments, fines,
      penalties, costs (including amounts paid in settlement or compromise) and
      expenses (including fees and expenses of legal counsel) in connection with
      any
      claim, suit, action, proceeding or investigation (whether civil, criminal,
      administrative or investigative), whenever asserted, to the extent based on
      or
      arising out of, in whole or in part, acts or omissions by an Indemnitee in
      the
      Indemnitee’s capacity as a director, officer, employee or agent of the Company
      or such Subsidiary or taken at the request of the Company or such Subsidiary
      (including in connection with serving at the request of the Company or such
      Subsidiary as a director, officer, employee or agent of another Person
      (including any employee benefit plan)), at, or at any time prior to, the Closing
      Date (including in connection with the Transactions), to the fullest extent
      permitted under applicable Law.  In addition, from and after the
      Closing Date, the Purchaser shall cause the Company to, pay any expenses
      (including fees and expenses of legal counsel) of any Indemnitee under this
      Section 5.6 (including in connection with enforcing the indemnity and other
      obligations provided for in this Section 5.6) as incurred to the fullest extent
      permitted under applicable Law, provided that the person to whom expenses are
      advanced provides an undertaking to repay such advances to the extent required
      by applicable Law.

    (c)  For
      the six-year
      period commencing immediately after the Closing Date, the Purchaser shall
      maintain in effect the Company’s current directors’ and officers’ liability
      insurance covering acts or omissions occurring at or prior to the Closing Date
      with respect to those persons who are currently (and any additional persons
      who
      prior to the Closing Date become, consistent with past practice) covered by
      the
      Company’s directors’ and officers’ liability insurance policy on terms with
      respect to such coverage, and in amount, not less favorable to such individuals
      than those of such policy in effect on the date hereof (or the Purchaser may
      substitute therefor policies, issued by reputable insurers with the same or
      better credit rating as the Company’s current insurance carrier, of at least the
      same coverage with respect to matters occurring prior to the Closing Date);
      provided, however, that if the aggregate annual premiums for such insurance
      shall exceed 300% of the current annual premium (which annual amount the
      Shareholders represent and warrant is set forth in Section 5.6(c) of the
      Disclosure Schedule), then the Purchaser shall provide or cause to be provided
      a
      policy for the applicable individuals with the best coverage as shall then
      be
      available at an annual premium of 300% of such current aggregate annual premium;
      provided further, however, that at no time shall such coverage be less than
      the
      directors’ and officers’ liability insurance coverage then provided by the
      Purchaser to its directors and officers.  Notwithstanding the
      foregoing, the Company, with the Purchaser’s written consent (which shall not be
      unreasonably withheld prior to the Closing Date), may (and, to the extent
      available, at the request of the Purchaser, in the event the coverage provided
      is no less favorable than the coverage that would have been provided pursuant
      to
      the preceding sentence, the Company shall, prior to the Closing Date) purchase
      a
      six-year extended reporting period endorsement, on the terms with respect to
      coverage and amount as described above, under its existing directors’ and
      officers’ liability insurance coverage, if the coverage thereunder costs, in the
      aggregate, no more than 300% of the current annual premium.  If the
      insurance is purchased in accordance with the preceding sentence, the Purchaser
      will not have any obligation under the first sentence of this Section
      5.6(c).

    (d)  The
      provisions of
      this Section 5.6 are (i) intended to be for the benefit of, and shall be
      enforceable by, each Indemnitee, his or her heirs and his or her representatives
      and (ii) in addition to, and not in substitution for, any other rights to
      indemnification or contribution that any such Person may have by contract or
      otherwise.  The obligations of the Purchaser under this Section 5.6
      shall not be terminated or modified in such a manner as to adversely affect
      the
      rights of any Indemnitee to whom this Section 5.6 applies unless (x) such
      termination or modification is required by applicable Law or (y) the affected
      Indemnitee shall have consented in writing to such termination or modification
      (it being expressly agreed that the Indemnitees to whom this Section 5.6 applies
      shall be third party beneficiaries of this Section 5.6).

    (e)  In
      the event that
      the Purchaser, the Company or any of their respective successors or assigns
      (i)
      consolidates with or merges into any other Person and is not the continuing
      or
      surviving corporation or entity of such consolidation or merger or (ii)
      transfers or conveys all or substantially all of its properties and assets
      to
      any Person, then, and in each such case, proper provision shall be made so
      that
      the successors and assigns of the Purchaser and the Company shall assume all
      of
      the obligations thereof set forth in this Section 5.6.

    Section
      5.7  Fees
      and
      Expenses.  Except as otherwise expressly provided herein, whether
      or not the Closing occurs, (a) the Purchaser shall pay its own fees, costs
      and
      expenses incurred in connection herewith and the Transactions, including the
      fees, costs and expenses of its financial advisors, accountants and counsel,
      and
      (b) except for (i) any fees, costs and expenses incurred by the Company at
      the
      request of the Purchaser in connection with the Debt Financing, and (ii) any
      amounts payable pursuant to the Transaction Bonus Agreement, dated June 23,
      2006, between the Company and John Belcher or the Transaction Bonus Agreement,
      dated June 23, 2006, between the Company and Richard Jones, the fees, costs
      and
      expenses of the Company and the Shareholders, to the extent paid or to be paid
      after May 31, 2007 in connection with this Agreement and the Transactions,
      shall
      be paid by the Shareholders, or reimbursed pursuant to Section 1.2(b), including
      the fees, costs and expenses of financial advisors, accountants and counsel
      and
      the Consent Costs for which the Shareholders are responsible under Section
      5.14.

    Section
      5.8  Release.

    (a)  As
      of and following
      the Closing Date, each Shareholder knowingly, voluntarily and unconditionally
      releases, forever discharges, and covenants not to sue the Company or any of
      its
      Subsidiaries from or for any and all claims, causes of action, demands, suits,
      debts, obligations, liabilities, damages, losses, costs and expenses (including
      attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or
      potential, suspected or unsuspected, fixed or contingent, that such Shareholder
      has or may have, now or in the future, arising out of, relating to, or resulting
      from any act or omission, error, negligence, breach of contract, tort, violation
      of law, matter or cause whatsoever from the beginning of time to the Closing
      Date; provided, however, that the foregoing release shall not
      apply to any claims arising under or out of (i) this Agreement, (ii) any
      document required to be delivered pursuant to this Agreement, (iii) any claim
      of
      fraud relating to the provisions of this Agreement or any such document or
      (iv)
      breaches by the Company or any of its Subsidiaries of any Contract between
      the
      Company (or a Subsidiary thereof) and such Shareholder to the extent (A) such
      Shareholder did not have knowledge (as defined in such Shareholder’s estoppel
      certificate to be delivered under this Agreement) of such breach as of the
      Closing Date and (B) such breaches occurred within the eighteen (18) months
      prior to the Closing Date.

    (b)  As
      of and following
      the Closing Date, each of the Purchaser and the Company, on behalf of itself
      and
      each Subsidiary of the Company, knowingly, voluntarily and unconditionally
      releases, forever discharges, and covenants not to sue each and every
      Shareholder from or for any and all claims, causes of action, demands, suits,
      debts, obligations, liabilities, damages, losses, costs and expenses (including
      attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or
      potential, suspected or unsuspected, fixed or contingent, that the Purchaser,
      the Company or a Subsidiary of the Company has or may have, now or in the
      future, arising out of, relating to, or resulting from any act, or omission,
      error, negligence, breach of contract, tort, violation of law, matter or cause
      whatsoever from the beginning of time to the Closing Date; provided,
however, that the foregoing release shall not apply to any claims
      arising
      under or out of (i) this Agreement, (ii) any document required to be delivered
      pursuant to this Agreement, (iii) any claim of fraud relating to the provisions
      of this Agreement or any such document or (iv) any Contract between the Company
      (or a Subsidiary thereof) and such Shareholder.

    Section
      5.9  Merger.  The
      Purchaser agrees that, as soon as practicable (but in any event within thirty
      (30) days following the Closing Date), it shall cause the Merger to be
      consummated in accordance with the DGCL, including, without limitation, the
      provision to each then remaining stockholder of the Company (other than the
      Purchaser) (a “Post-Closing Shareholder”) of notification of appraisal rights
      pursuant to Section 262 of the DGCL and such additional information related
      to
      the Merger and the Transaction as is required under the DGCL.  In
      connection with the Merger, the Purchaser shall cause to be paid to each
      Post-Closing Shareholder an amount for each share of Company Common Stock then
      owned by such Post-Closing Shareholder equal to the Per Share Purchase
      Price.

    Section
      5.10  Service
      Level
      Amendments.  Following the Closing, the Purchaser shall cause the
      Company to offer to amend each Service Agreement to incorporate therein the
      provisions set forth on Exhibit 5.10 attached hereto.

    Section
      5.11  Financing.  The
      Company and its Subsidiaries and its and their respective representatives shall
      provide all reasonable cooperation (including with respect to timeliness) in
      connection with the arrangement of the Debt Financing as may be reasonably
      requested by the Purchaser (provided that such requested cooperation does not
      unreasonably interfere with the ongoing operations of the Company and its
      Subsidiaries), including (i) participating in meetings, road shows,
      meetings with ratings agencies, drafting sessions and due diligence sessions,
      (ii) promptly furnishing the Purchaser and its financing sources with financial
      and other pertinent information regarding the Company as may be reasonably
      requested by the Purchaser, including all financial statements and financial
      data of the type required by Regulation S-X and Regulation S-K under the
      Securities Act and of type and form customarily included in private placements
      under Rule 144A of the Securities Act to consummate the offering of senior
      or
      senior subordinated notes (the “Required Financial Information”), (iii)
      assisting the Purchaser and its financing sources in the preparation of (A)
      offering documents, prospectuses or memoranda for any of the Debt Financing
      and
      (B) materials for rating agency presentations, (iv) reasonably cooperating
      with the marketing efforts of the Purchaser and its financing sources for any
      of
      the Debt Financing, (v) providing and executing documents as may be reasonably
      requested by the Purchaser, including a certificate of the chief financial
      officer of the Company with respect to solvency matters and consents of
      accountants for use of their reports in any materials relating to the Debt
      Financing, (vi) reasonably facilitating the pledging of collateral and assisting
      in the negotiation and execution of the Financing Agreements, (vii) using
      commercially reasonable efforts to obtain accountants’ comfort letters, legal
      opinions with respect to regulatory matters, surveys and title insurance as
      reasonably requested by the Purchaser, and (viii) providing monthly
      financial statements; provided that none of the Company and its Subsidiaries
      shall be required to pay any commitment or other similar fee or incur any other
      liability (except for amounts subject to reimbursement or indemnification
      pursuant to the next sentence) in connection with the Debt Financing prior
      to
      the Closing, and no obligation of the Company or any of its Subsidiaries under
      any Financing Agreement shall be effective until the Closing.  The
      Purchaser shall, promptly upon request by the Company, reimburse the Company
      for
      all reasonable out-of-pocket costs incurred by the Company and its Subsidiaries
      in connection with such cooperation.  The Purchaser shall indemnify
      and hold harmless the Shareholders, the Company and its Subsidiaries and their
      respective representatives for and against any and all Damages suffered or
      incurred by them in connection with the arrangement of the Debt Financing and
      any information utilized in connection therewith (other than information
      provided by the Company or any of its Subsidiaries).  The Purchaser
      shall use its reasonable best efforts to take, or cause to be taken, all actions
      and to do, or cause to be done, all things necessary, proper or advisable that
      are within the Purchaser's control to (i) maintain in effect the Debt Commitment
      Letter and to satisfy on a timely basis all the conditions to obtaining the
      Debt
      Financing set forth therein, (ii) enter into definitive financing agreements
      with respect to the Debt Financing as contemplated by the Debt Commitment Letter
      (the "Financing Agreements"), so that the Financing Agreements are in effect
      at
      or prior to Closing and (iii) consummate the Financing at or prior to the
      Closing; provided, however, that the Purchaser acknowledges and agrees that
      the
      failure to consummate the Financing shall not constitute a condition to the
      Purchaser’s obligation to proceed to the Closing (assuming the satisfaction or
      waiver of the conditions set forth in Article VI hereof); provided, further,
      that if any of the Debt Financing Commitment Letter or the Financing Agreements
      expire or are terminated or otherwise become unavailable prior to the Closing,
      in whole or in part, for any reason, the Purchaser may arrange for alternative
      financing on such terms as or more favorable to the Purchaser than the terms
      set
      forth in the Debt Financing Commitment Letter to replace the financing
      contemplated by such expired or terminated or unavailable commitments or
      agreements, sufficient to consummate the Transactions in the time periods
      required hereunder.

    Section
      5.12  Payoff
      Letters.  No less than one (1) Business Day prior to the Closing
      Date, the Company shall deliver to the Purchaser one or more payoff letters
      signed by the lenders, lessors and other financing sources with respect to
      all
      outstanding Indebtedness of the Company of the type described in clauses (i),
      (ii), (with respect to Credit Facility Indebtedness of the type described in
      clause (i) of the definition thereof) (v) and (with respect thereto) (viii)
      of
      the definition of Indebtedness in this Agreement, including the Credit Facility
      Indebtedness, setting forth, in the aggregate, all amounts necessary to be
      paid
      in order to fully pay off all of the Indebtedness of the Company on the Closing
      Date and providing that, upon such payment, such Indebtedness will be
      extinguished and all Liens relating thereto will be
      released.  

    Section
      5.13  FIRPTA.  Prior
      to, but within thirty (30) days of, the Closing Date, the Company shall deliver
      to the Purchaser a certificate signed under penalties of perjury by an officer
      of the Company to the effect that neither the Company nor any of its
      Subsidiaries is or has been a United States real property holding company,
      as
      defined in Section 897(c)(2) of the Code, during the applicable period
      described in Section 897(c)(1)(A)(ii) of the Code.

    Section
      5.14  Operating
      Leases.  Without limiting the obligations of the parties under
      Section 5.3, prior to the Closing Date, the Company shall cooperate and work
      together in good faith with the Purchaser to obtain all approvals, consents,
      amendments or waivers required under the Contracts set forth in Exhibit 5.14
      (the “Operating Leases”) in connection with this Agreement and the Transactions,
      including the Debt Financing, including amendments to remove from such Contracts
      any covenants, ongoing representations or other provisions relating to the
      financial condition or credit quality of the Company or any of its Subsidiaries
      (other than with respect to insolvency).  Any Consent Costs incurred
      before or after the Closing in connection with any such approvals, consents,
      amendments or waivers, whenever obtained, shall be paid fifty percent (50%)
      by
      the Purchaser and fifty percent (50%) by the Shareholders; provided, however,
      that the aggregate amount of Consent Costs paid or payable by the Shareholders
      pursuant to this Section 5.14 shall not exceed $2,000,000.

    Section
      5.15  Performance
      Bonds.  The Company shall cause the outstanding face amount of all
      surety bonds, performance bonds or similar obligations (including bid bonds)
      securing obligations of the Company or its Subsidiaries to be no more than
      $90,000,000 on the Closing Date.  The Company shall use reasonable
      best efforts to place all surety bonds, performance bonds or similar obligations
      (including bid bonds) issued after the date hereof with a surety provider
      pursuant to an indemnity agreement that does not include provisions of the
      type
      described in clauses (A) and (B) of Section 5.1(b)(xxiii).

    Section
      5.16  Aeromobile.  Prior
      to the Closing, the Company shall not take any action that could reasonably
      be
      expected to cause Aeromobile Ltd. to be consolidated with the Company for
      accounting purposes under GAAP or become part of a consolidated group for
      federal or state income tax purposes.

    Section
      5.17  International
      Communications Licenses.  The Company shall use its reasonable
      best efforts to provide to the Purchaser, as soon as reasonably practicable,
      reasonably satisfactory evidence that the Permits with respect to communications
      matters in the jurisdictions set forth on Exhibit 5.17 are valid and in full
      force and effect.  Such reasonable best efforts may, as reasonably
      necessary, include contacts with appropriate Governmental Authorities seeking
      express clarification of the status of the applicable Permit with copies of
      any
      correspondence (including emails) with respect thereto promptly delivered to
      the
      Purchaser; provided, that in the event such evidence is not provided but an
      applicable Governmental Authority has not given any affirmative notice of any
      invalidity of any such Permit or the failure of any such Permit to be in full
      force or effect, such evidence shall be deemed so
      provided.    

    ARTICLE
      VI.                                

    


    CONDITIONS
      PRECEDENT

    Section
      6.1  Conditions
      to
      Each Party’s Obligation to Effect the Transactions.  The
      respective obligations of each party hereto to effect the Transactions shall
      be
      subject to the satisfaction (or waiver, if permissible under applicable Law)
      on
      or prior to the Closing Date of the following conditions:

    (a)  Antitrust.  The
      waiting period (and any extension thereof) applicable to the Transactions under
      the HSR Act shall have been terminated or shall have expired;

    (b)  Other
      Governmental Consents.  All material consents, approvals, orders
      or authorizations of, or registrations, declarations or filings with, any
      Governmental Authority required in connection with the execution, delivery
      or
      performance hereof by the parties hereto, or the consummation of the
      Transactions, shall have been made or obtained on terms and conditions
      reasonably satisfactory to the Purchaser and the Shareholders; provided, however
      that with respect to the regulation of competition or antitrust matters, such
      consents, approvals, orders or authorizations shall only be required from the
      Governmental Authorities in the United States and Germany; and

    (c)  No
      Injunctions
      or Restraints.  No Law, injunction, judgment or ruling enacted,
      promulgated, issued, entered, amended or enforced by any Governmental Authority
      (collectively, “Restraints”) shall be in effect enjoining, restraining,
      preventing or prohibiting consummation of the Transactions or making the
      consummation of the Transactions illegal, and there shall be no Action by any
      Governmental Authority pending or threatened in writing or otherwise explicitly
      threatened in any material respect by an authorized government official in
      his
      or her official capacity and seeking to (i) prevent or restrain consummation
      of
      the Transactions or (ii) cause any material portion of the Transactions to
      be
      rescinded after Closing.

    Section
      6.2  Conditions
      to
      Obligations of the Purchaser.  The obligations of the Purchaser to
      effect the Transactions are further subject to the satisfaction (or waiver,
      if
      permissible under applicable Law) on or prior to the Closing Date of the
      following conditions:

    (a)  Representations
      and Warranties.

    (i)  (x) The
      representations and warranties of the Shareholders contained in Article II
      of
      this Agreement shall be true and correct as of the date hereof and the Closing
      Date as if made on and as of the Closing Date (or, if given as of a specific
      date, at and as of such date), except where the failure or failures to be so
      true and correct, individually or in the aggregate, would not reasonably be
      expected to have a Material Adverse Effect; provided, however that for purposes
      of determining the satisfaction of the condition in this clause (x), no effect
      shall be given to any exception or qualification in such representations and
      warranties relating to materiality or Material Adverse Effect, and (y) the
      representations and warranties of the Shareholders set forth in Sections 2.2(a)
      and 2.4 shall be true and correct in all material respects as of the date hereof
      and the Closing Date as if made on and as of the Closing Date; and

    (ii)  (x) The
      representations and warranties of the Company contained in Article III of this
      Agreement shall be true and correct as of the date hereof and the Closing Date
      as if made on and as of the Closing Date (or, if given as of a specific date,
      at
      and as of such date), except where the failure or failures to be so true and
      correct, individually or in the aggregate, would not reasonably be expected
      to
      have a Material Adverse Effect; provided, however that for purposes of
      determining the satisfaction of the condition in this clause (x), no effect
      shall be given to any exception or qualification in such representations and
      warranties relating to materiality or Material Adverse Effect, and (y) the
      representations and warranties of the Company set forth in Section 3.2(a),
      Section 3.5(c), Section 3.6(a)(i), Sections 3.6(b)(i), (ii), (iii), (iv), (vi),
      (viii), (xii), (xiii), (xiv), (xv), (xvii) and (with respect to clauses (i),
      (ii), (iii), (iv), (vi), (viii), (xii), (xiii), (xiv), (xv) and (xvii) of
      Section 3.6(b)) (xviii), and Section 3.8(c) shall be true and correct in all
      material respects as of the date hereof and the Closing Date as if made on
      and
      as of the Closing Date (or, if given as of a specific date, at and as of such
      date).

    (b)  Performance
      of
      Obligations of the Shareholders and the Company.

    (i)  The
      Shareholders
      shall have performed in all material respects all obligations required to be
      performed by them under this Agreement at or prior to the Closing
      Date;

    (ii)  The
      Company shall
      have performed in all material respects all obligations required to be performed
      by it under this Agreement at or prior to the Closing Date;

    (c)  Officer’s
      Certificates.

    (i)  The
      Purchaser shall
      have received certificates signed on behalf of each Shareholder by an executive
      officer thereof certifying that the conditions set forth in Section 6.2(a)(i)
      and (b)(i) have been satisfied; and

    (ii)  The
      Purchaser shall
      have received a certificate signed on behalf of the Company by an executive
      officer thereof certifying that the conditions set forth in Section 6.2(a)(ii)
      and (b)(ii) have been satisfied;

    (d)  Ancillary
      Deliveries.  The Shareholders shall have delivered, or caused to
      be delivered, to the Purchaser the documents listed in Section 7.2;
      and

    (e)  Stockholder
      Approval of Parachute Payments.  With respect to any payments
      and/or benefits that may constitute “parachute payments” under Section 280G of
      the Code, the Company’s stockholders shall have (i) approved, pursuant to the
      method provided for in the regulations promulgated under Section 280G of the
      Code, any such “parachute payments” or (ii) shall have voted upon and
      disapproved such parachute payments, and, as a consequence, such “parachute
      payments” shall not be paid or provided for in any manner and the Purchaser
      shall not have any liabilities with respect to such “parachute
      payments.”

    Section
      6.3  Conditions
      to
      Obligations of the Shareholders and the Company.  The obligation
      of the Shareholders and the Company to effect the Transactions is further
      subject to the satisfaction (or waiver, if permissible under applicable Law)
      on
      or prior to the Closing Date of the following conditions:

    (a)  Representations
      and Warranties.  The representations and warranties of the
      Purchaser contained in Article IV of this Agreement shall be true and correct
      in
      all material respects, in each case as of the date of this Agreement and as
      of
      the Closing Date as though made on and as of the Closing Date (or, if given
      as
      of a specific date, at and as of such date), except where the failure or
      failures to be so true and correct, individually or in the aggregate, would
      not
      reasonably be expected to impair in any material respect the ability of the
      Purchaser to perform its obligations under this Agreement or prevent or
      materially delay consummation of the Transactions;

    (b)  Performance
      of
      Obligations of the Purchaser.  The Purchaser shall have performed
      in all material respects all obligations required to be performed by them under
      this Agreement at or prior to the Closing Date;

    (c)  Officer’s
      Certificate.  The Shareholders shall have received a certificate
      signed on behalf of the Purchaser by an executive officer of the Purchaser
      certifying that the conditions set forth in Sections 6.3(a) and (b) have been
      satisfied;

    (d)  Ancillary
      Deliveries.  The Purchaser shall have delivered, or caused to be
      delivered, to the Purchaser the documents and other items listed in Section
      7.3.

    ARTICLE
      VII.                                

    


    CLOSING

    Section
      7.1  Closing.  Subject
      to the satisfaction or waiver of the conditions set forth in Article VI, the
      consummation of the Transaction (the “Closing”) shall occur (a) on the date
      selected by the Purchaser that (i) if the Conditions Satisfied Date is on or
      prior to July 31, 2007, is not later than August 31, 2007, (ii) if the
      Conditions Satisfied Date is after July 31, 2007 but on or before September
      1,
      2007, is not later than September 30, 2007, and (iii) if the Conditions
      Satisfied Date is after September 1, 2007, is not more than 30 days after the
      Conditions Satisfied Date; provided that the Shareholders and the Company shall
      not be required to effect the Closing without at least two (2) Business Days
      prior written notice from the Purchaser), or (b) on such other date as the
      parties may agree (the date of the Closing being referred to as the “Closing
      Date”).  The Closing shall take place at the offices of Paul,
      Hastings, Janofsky & Walker LLP, 600 Peachtree Street, NE, Suite 2400,
      Atlanta, Georgia 30308, or at such other place as the parties may
      agree.

    Section
      7.2  Closing
      Deliveries of the Shareholders and the Company.  At the Closing,


    (a)  each
      Shareholder,
      as applicable, shall deliver to the Purchaser the following:

    (i)  a
      certificate or
      certificates representing the Shares held by such Shareholder, duly endorsed
      in
      blank or accompanied by duly executed stock powers or other assignment
      documents;

    (ii)  a
      resignation,
      effective as of the Closing Date, of each director of the Company nominated
      by
      such Shareholder; and

    (iii)  an
      estoppel
      certificate in the form attached hereto as Exhibit 7.2(c); and

    (b)  the
      Company shall
      deliver to the Purchaser a duly executed stock certificate issued by the
      Company, dated as of the Closing Date, evidencing the ownership by the Purchaser
      of the Shares.

    Section
      7.3  The
      Purchaser
      Closing Deliveries.  At the Closing, the Purchaser shall deliver,
      or cause to be delivered, to the Shareholders the portion of the Purchase Price
      to be paid at the Closing pursuant to Section 1.2, paid and delivered in
      accordance with such Section.

    ARTICLE
      VIII.                                           

    


    TERMINATION

    Section
      8.1  Termination.  This
      Agreement may be terminated and the Transactions abandoned at any time prior
      to
      the Closing:

    (a)  by
      the written
      consent of the Shareholders and the Purchaser; or

    (b)  by
      either the
      Shareholders or the Purchaser:

    (i)  if
      the Transactions
      shall not have been consummated on or before September 30, 2007 (subject to
      clause (A) of this Section 8.1(b)(i), the “Walk-Away Date”); provided, however,
      that (A) if the Conditions Satisfied Date is after September 1, 2007, no party
      may terminate this Agreement pursuant to this Section 8.1(b)(i) until the close
      of business on the date (which, in such case, shall be the “Walk-Away Date”)
      that is the earlier of (1) 30 days after the Conditions Satisfied Date and
      (2)
      October 31, 2007, and (B) the right to terminate this Agreement under this
      Section 8.1(b)(i) shall not be available to a party if the failure of the
      Transactions to have been consummated on or before the Walk-Away Date was
      primarily due to the failure of such party to perform any of its obligations
      under this Agreement; or

    (ii)  if
      any Restraint
      having the effect set forth in Section 6.1(c) shall be in effect and shall
      have
      become final and nonappealable;

    (c)  by
      the Purchaser,
      if the Company or the Shareholders shall have materially breached any of their
      representations, warranties, covenants or agreements set forth in this
      Agreement, which breach (x) would give rise to the failure of a condition set
      forth in Section 6.2 and (y) cannot be cured by the Company or the Shareholders
      (as applicable) by the Walk-Away Date; or

    (d)  by
      the
      Shareholders, if the Purchaser shall have materially breached any of its
      representations, warranties, covenants or agreements set forth in this
      Agreement, which breach (x) would give rise to the failure of a condition set
      forth in Section 6.3 and (y) cannot be cured by the Purchaser by the Walk-Away
      Date.

    Section
      8.2  Effect
      of
      Termination.  

    (a)  In
      the event of the
      termination of this Agreement as provided in Section 8.1, written notice thereof
      shall be given to the other party or parties, specifying the provision hereof
      pursuant to which such termination is made, and this Agreement shall forthwith
      become null and void (other than Sections 5.7 and 8.2, the penultimate sentence
      of Section 5.4, Article IX, and the Confidentiality Agreement in accordance
      with
      its terms), and there shall be no liability on the part of the Purchaser, the
      Company or the Shareholders or their respective directors, officers and
      Affiliates, except nothing shall relieve any party from liability for fraud
      or
      any willful breach of this Agreement.

    (b)  Notwithstanding
      anything to the contrary in this Agreement, in the event of a termination of
      this Agreement pursuant to Section 8.1, (i) the rights of the Company and the
      Shareholders to receive recourse under Section 8.2(a) for any fraud or willful
      breach by the Purchaser shall be the sole and exclusive remedy of the Company
      and the Shareholders against the Purchaser (or any guarantor of the Purchaser’s
      obligations hereunder) with respect to all matters relating to this Agreement,
      at law or in equity, including the loss suffered as a result of breach of this
      Agreement by the Purchaser or the failure of the Transactions to be consummated
      and (ii) the liability of the Purchaser and any guarantor of its obligations
      hereunder, in the aggregate, with respect to such matters shall not in any
      event
      exceed ********************

    ************.

    (c)  The
      parties
      acknowledge and agree that, for purposes of this Section 8.2, the Purchaser
      shall be deemed to have committed a willful breach of this Agreement if this
      Agreement is terminated pursuant to Section 8.1(b)(i) and at the time of such
      termination the conditions set forth in Sections 6.1 and 6.2 (other than
      Sections 6.2(c) and 6.2(d)) have been satisfied and the Company and the
      Shareholders (as applicable) have executed and tendered for delivery to the
      Purchaser, subject only to the Closing, the documents contemplated by Sections
      6.2(c) and 6.2(d) (a “Walk-Away Termination”), and (ii) within three (3)
      Business Days following such Walk-Away Termination, the Purchaser shall pay
      to
      the Shareholders an amount in cash equal to
      ****************************************************************

    *****************************************************************************

    *************************************************.

    ARTICLE
      IX.                                

    


    INDEMNIFICATION

    Section
      9.1  Indemnification
      Obligations of the Shareholders.  From and after the Closing, each
      Shareholder shall,
      ***************************************************

    ******************************************************************
      indemnify, defend and hold harmless the Purchaser, its Affiliates and their
      respective officers, directors, employees, agents and representatives (the
      “Indemnified Parties”) from, against, and in respect any and all claims,
      liabilities, damages, losses, penalties, fines and judgments wherever arising
      or
      incurred, whether or not arising from a third party claim, (including amounts
      paid in settlement, costs of investigation and reasonable attorneys’ fees and
      expenses) arising out of **********

    ***************************************************************************

    ***************************************************************************

    ************************************************************************************************.  The
      claims, liabilities, losses, damages, penalties, fines and judgments of the
      Indemnified Parties described in this Section 9.1 as to which the Indemnified
      Parties are entitled to indemnification are collectively referred to as
“Purchaser Losses”.

    Section
      9.2  Indemnification
      Procedure. 

    (a)  Promptly
      following
      receipt by an Indemnified Party of notice by a third party (including any
      Governmental Entity) of any complaint, dispute or claim or the commencement
      of
      any audit, investigation, action or proceeding with respect to which such
      Indemnified Party may be entitled to receive payment from the applicable
      Shareholder or Shareholders (the “Indemnifying Party”) for any Purchaser Losses,
      such Indemnified Party shall provide written notice thereof to the Indemnifying
      Party.  Failure of the Indemnified Party to notify the Indemnifying
      Party will not relieve the Indemnifying Party of any liability that it may
      have
      to the Indemnified Party, except to the extent the defense of such audit,
      investigation, action or proceeding is prejudiced by the Indemnified Party’s
      failure to give such notice.  The Indemnifying Party shall have the
      right, upon written notice delivered to the Indemnified Party within twenty
      (20)
      days thereafter to assume the defense of such audit, investigation, action
      or
      proceeding, including the employment of counsel reasonably satisfactory to
      the
      Indemnified Party and the payment of the fees and disbursements of such
      counsel.  Until the Indemnifying Party assumes the defense of such
      audit, investigation, action or proceeding, the Indemnified Party may defend
      against such audit, investigation, action or proceeding in any manner the
      Indemnified Party reasonably deems appropriate.  If the Indemnifying
      Party does not, within such twenty (20) day period, assume the defense of such
      audit, investigation, action or proceeding, to the Indemnified Party, the
      Indemnifying Party will be bound by any judicial determination made with respect
      to such audit, investigation, action or proceeding, subject to the provisions
      of
      Section 9.2(b) below.  In any audit, investigation, action or
      proceeding for which indemnification is being sought hereunder the Indemnified
      Party or the Indemnifying Party, whichever is not assuming the defense of such
      action, shall have the right to participate in such matter and to retain its
      or
      their own counsel at such party’s own expense.  The Indemnifying Party
      or the Indemnified Party (as the case may be) shall at all times use reasonable
      efforts to keep the Indemnifying Party or Indemnified Party (as the case may
      be)
      reasonably apprised of the status of the defense of any matter the defense
      of
      which it is maintaining and to cooperate in good faith with each other with
      respect to the defense of any such matter.

    (b)  No
      Indemnified
      Party may settle or compromise any claim or consent to the entry of any judgment
      with respect to which indemnification is being sought hereunder without the
      prior written consent of the Indemnifying Party (which may not be unreasonably
      withheld or delayed), unless such settlement, compromise or consent includes
      an
      unconditional release of the Indemnifying Party and its or their officers,
      directors, employees and Affiliates from all liability arising out of, or
      related to, such claim.  No Indemnifying Party may, without the prior
      written consent of the Indemnified Party, settle or compromise any claim or
      consent to the entry of any judgment with respect to which indemnification
      is
      being sought hereunder unless such settlement, compromise or consent (x)
      includes an unconditional release of the Indemnified Party, from all liability
      arising out of such claim, (y) does not contain any admission of wrongdoing
      or
      liability on behalf of the Indemnified Party and (z) involves only the payment
      of cash.

    (c)  In
      the event an
      Indemnified Party claims a right to payment pursuant hereto for a claim other
      than a claim asserted by a third party, such Indemnified Party shall send
      written notice of such claim to the Indemnifying Party (a “Notice of
      Claim”).  Such Notice of Claim shall specify the basis for such
      claim.  In the event the Indemnifying Party does not notify the
      Indemnified Party within thirty (30) days following its receipt of such notice
      that the Indemnifying Party disputes its liability to the Indemnified Party
      under this Article or the amount thereof, the claim specified by the Indemnified
      Party in such Notice of Claim shall be conclusively deemed a liability of the
      Indemnifying Party under this Article IX, and the Indemnifying Party shall
      pay
      the amount of such liability to the Indemnified Party on demand or, in the
      case
      of any notice in which the amount of the claim (or any portion of the claim)
      is
      estimated, on such later date when the amount of such claim (or such portion
      of
      such claim) becomes finally determined.  In the event the Indemnifying
      Party has timely disputed its liability with respect to such claim as provided
      above, as promptly as possible, such Indemnified Party and the Indemnifying
      Party shall establish the merits and amount of such claim (by mutual agreement,
      litigation, arbitration or otherwise) and, within five (5) Business Days
      following the final determination of the merits and amount of such claim, the
      Indemnifying Party shall pay to the Indemnified Party immediately available
      funds in an amount equal to such claim as determined hereunder.

    Section
      9.3  Survival
      Period.  ********************************************

    ****************************************************************************

    ****************************************************************************

    ****************************************************************************

    ****************************************************************************

    ****************.  

    Section
      9.4  Liability
      Limits.  ********************************************

    ****************************************************************************

    ****************************************************************************.

    The
      aggregate
      liability of the Shareholders for Purchaser Losses with respect to any claims
      made pursuant to Section 9.1 shall be limited to the Purchase Price, and the
      aggregate liability of each Shareholder shall be limited to such Shareholder’s
      Pro Rata Share of the Purchase Price.  As used herein, “Pro Rata
      Share” shall mean, with respect to each Shareholder, the percentage set forth
      opposite such Shareholder’s name on Exhibit 1.2.

    Section
      9.5  Calculation
      of
      Damages.  The amount of Purchaser Losses payable by a Shareholder
      under this Article IX shall be reduced by any insurance proceeds or other
      reimbursement arrangements, by way of indemnification or otherwise, recovered
      by
      the Indemnified Party with respect to the claim for which indemnification is
      sought (net of the reasonable costs of recovery).  

    Section
      9.6  Exclusive
      Remedy.  From and after the Closing, other than claims for fraud,
      the indemnities provided in this Article XI shall constitute the sole and
      exclusive remedy of any Indemnified Party for damages arising out of, resulting
      from or incurred in connection with any claims related to this Agreement or
      arising out of the transactions contemplated hereby; provided, however, that
      this exclusive remedy for damages does not preclude a party from bringing an
      action for specific performance or other equitable remedy to require a party
      to
      perform its obligations under this Agreement or any agreement entered into
      in
      connection herewith.

    Section
      9.7  Adjustments
      to
      the Purchase Price.  All amounts paid with respect to
      indemnification under this Agreement shall be treated by the parties to this
      Agreement for all income Tax purposes as adjustments to the Purchase
      Price.  Notwithstanding anything to the contrary in this Agreement, no
      Indemnified Party shall be entitled to indemnification by the Shareholders
      under
      this Article IX for any losses, to the extent, but only to the extent, the
      Purchaser has otherwise been compensated by reason of a reduction in the
      Purchase Price pursuant Section 1.2.

    ARTICLE
      X.                                

    


    MISCELLANEOUS

    Section
      10.1  Survival
      of
      Representations, Warranties, Covenants and Agreements.  Except as
      expressly set forth in Section 9.3, none of the representations, warranties,
      covenants and other agreements in this Agreement or in any other instrument
      delivered pursuant to this Agreement, including rights arising out of any breach
      of such representations, warranties, covenants and other agreements, shall
      survive the Closing, except for the covenants and agreements contained in this
      Article X and the covenants and agreements contained in this Agreement and
      in
      such other instruments that by their terms apply or are to be performed in
      whole
      or in part after the Closing Date.

    Section
      10.2  No
      Other
      Representations or Warranties.  The parties acknowledge and agree
      that except for the representations and warranties made by the Shareholders
      in
      Articles II and III and in Section 5.6(c) and representations and warranties
      made in certificates contemplated by this Agreement, none of the Shareholders
      makes any representation or warranty with respect to the Shareholders, the
      Company or its Subsidiaries or their respective businesses, operations, assets,
      liabilities, condition (financial or otherwise) or prospects, notwithstanding
      the delivery or disclosure to the Purchaser or any of its Affiliates or
      representatives of any documentation, forecasts or other information with
      respect to any one or more of the foregoing.

    Section
      10.3  Amendment
      or
      Supplement.  This Agreement may be amended or supplemented in any
      and all respects, solely by written agreement of the parties
      hereto.

    Section
      10.4  Extension
      of
      Time, Waiver, Etc.  At any time prior to the Closing Date, any
      party may, subject to applicable Law, (a) waive any inaccuracies in the
      representations and warranties of any other party hereto, (b) extend the time
      for the performance of any of the obligations or acts of any other party hereto
      or (c) waive compliance by the other party with any of the agreements contained
      herein or, except as otherwise provided herein, waive any of such party’s
      conditions.  Notwithstanding the foregoing, (i) no such waiver or
      extension shall be binding on any party other than the party granting such
      waiver or extension and (ii) no failure or delay by the Shareholders or the
      Purchaser in exercising any right hereunder shall operate as a waiver thereof
      nor shall any single or partial exercise thereof preclude any other or further
      exercise thereof or the exercise of any other right hereunder.  Any
      agreement on the part of a party hereto to any such extension or waiver shall
      be
      valid only if set forth in an instrument in writing signed on behalf of such
      party.

    Section
      10.5  Assignment.  Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned, in whole or in part, by operation of Law or otherwise, by any
      of
      the parties without the prior written consent of the other parties; provided,
      however, the Purchaser may assign this Agreement and any or all rights hereunder
      to (a) any Affiliate of the Purchaser (or any Person that, immediately
      following the Closing, will be an Affiliate of the Purchaser), (b) any
      lender of the Purchaser as collateral security, or (c) following the
      Closing, any successor in interest in the Purchaser; provided, further, that
      no
      such assignment shall relieve the Purchaser from any obligation
      hereunder.  Subject to the preceding sentence, this Agreement shall be
      binding upon, inure to the benefit of, and be enforceable by, the parties hereto
      and their respective successors and permitted assigns.  Any purported
      assignment not permitted under this Section 10.5 shall be null and
      void.

    Section
      10.6  Counterparts.  This
      Agreement may be executed in counterparts (each of which shall be deemed to
      be
      an original but all of which taken together shall constitute one and the same
      agreement) and shall become effective when one or more counterparts have been
      signed by each of the parties and delivered to the other parties.

    Section
      10.7  Entire
      Agreement; No Third-Party Beneficiaries; No Recourse.  This
      Agreement, including the Disclosure Schedule, the exhibits hereto, the documents
      and instruments relating to the Transactions referred to herein and the
      Confidentiality Agreement (a) constitute the entire agreement, and supersede
      all
      other prior agreements and understandings, both written and oral, among the
      parties with respect to the subject matter hereof and thereof and (b) except
      for
      the provisions of Sections 5.6, are not intended to and shall not confer upon
      any Person other than the parties hereto any rights, benefits or remedies
      hereunder.  This Agreement may only be enforced against, and, except
      for claims against the Guarantor pursuant to the Sponsor Guaranty, any claims
      or
      causes of action that may be based upon, arise out of or relate to this
      Agreement, or the negotiation, execution or performance of this Agreement may
      only be made against the entities that are expressly identified as parties
      to
      this Agreement, and no past, present or future Affiliate, stockholder, member,
      partner, officer, director, agent, attorney or representative of any party
      to
      this Agreement shall have any liability or obligation for any reason whatsoever
      under this Agreement or based upon, arising out of or relating to this Agreement
      unless such Affiliate, stockholder, member, partner, officer, director, agent,
      attorney or representative is also a party to this Agreement.

    Section
      10.8  Governing
      Law.  This Agreement, and all matters arising hereunder, shall be
      governed by and interpreted under the laws of the State of New York (without
      regard to its principles of conflicts of laws).

    Section
      10.9  Dispute
      Resolution.  Any and all disputes, claims or controversies arising
      out of or relating to this Agreement or the breach thereof shall be finally
      and
      exclusively resolved and settled by arbitration administered by the American
      Arbitration Association in accordance with its applicable rules.  Each
      party hereby irrevocably and unconditionally agrees that the seat, or legal
      place, of any such arbitration shall be New York City, New
      York.  Judgment upon any award rendered by the arbitrators may be
      entered by a court having jurisdiction thereof.  The arbitral tribunal
      shall consist of three persons appointed in accordance with the following
      provisions:

    (a)  the
      Purchaser shall
      appoint one arbitrator and the Shareholder or Shareholders party to such
      dispute, claim or controversy shall appoint one arbitrator.  The two
      arbitrators thus appointed shall choose a third arbitrator, who will act as
      the
      chairperson of the arbitral tribunal; and

    (b)  if
      the two
      arbitrators appointed pursuant to clause (c)(i) above are not able to agree
      on
      the third arbitrator within thirty (30) days from the date the last such
      arbitrator was appointed, the third arbitrator shall be appointed by the
      American Arbitration Association;

    All
      fees and
      expenses of the arbitration shall be borne fifty percent (50%) by the
      Shareholder or Shareholders party to such dispute, claim or controversy and
      fifty percent (50%) by the Purchaser.  Nothing contained herein shall
      limit the right of a party hereto to seek from any court of competent
      jurisdiction, pending appointment of an arbitral tribunal, interim relief in
      aid
      of arbitration or to protect or enforce its rights hereunder.

    Section
      10.10  Notices.  All
      notices, requests and other communications to any party hereunder shall be
      in
      writing and shall be deemed given if delivered personally, facsimiled (which
      is
      confirmed), sent by overnight delivery service (providing proof of delivery)
      or
      sent by first-class mail, postage prepaid (upon receipt) to the parties at
      the
      following addresses:

    
      	
               

            	
              If
                to the
                Purchaser or, following the Closing, the Company,
                to:

            


    

    Radio
      Acquisition
      Corp.

    c/o
      The Carlyle
      Group

    1001
      Pennsylvania
      Avenue, N.W.

    Suite
      220
      South

    Washington,
      DC
      20004

    Attention: Ian
      Fujiyama

    Facsimile: (202)
      347-9250

    


    
      	
               

            	
              with
                a copy
                (which shall not constitute notice)
                to:

            


    

    


    Latham
&
      Watkins LLP

    555
      Eleventh
      Street, NW

    Suite
      1000

    Washington,
      DC
      20004

    Attention: Edward
      Sonnenschein

          David
      Brown

    Facsimile: (202)
      637-2201

    


    
      	
               

            	
              If
                to
                American, to:

            


    

    American
      Airlines,
      Inc.

    


    4333
      Amon Carter
      Blvd.

    Mail
      Drop
      5562

    Fort
      Worth, Texas
      76155

    Attention: Michael
      Thomas

    Facsimile: (817)
      967-4318

    and

    American
      Airlines,
      Inc.

    4333
      Amon Carter
      Blvd.

    Mail
      Drop
      5675

    Fort
      Worth, Texas
      76155

    Attention:
      Steffen
      Horlacher

    Facsimile:
      (817)
      967-2937

    
      	
               

            	
              If
                to
                Continental, to:

            


    

    Continental
      Airlines, Inc.

    1600
      Smith
      Street

    32nd
      Floor,
      HQSFP

    Houston,
      Texas
      77002

    Attention: Zane
      Rowe

    Facsimile: (713)
      324-5225

    and

    Continental
      Airlines, Inc.

    1600
      Smith
      Street

    41st
      Floor—HQSLG

    Houston,
      Texas
      77002

    Attention:
      Lori
      Gobillot

    Facsimile:
      (713)
      324-5161

    
      	
               

            	
              If
                to Delta,
                to:

            


    

    Delta
      Air Lines,
      Inc.

    1030
      Delta
      Blvd.

    Atlanta,
      Georgia
      30320

    Attention:  EVP
      – Chief Financial Officer

    Facsimile:  (404)
      715-4098

    and

    Delta
      Air Lines,
      Inc.

    1030
      Delta
      Blvd.

    Atlanta,
      Georgia
      30320

    Attention:
      SVP –
General Counsel

    Facsimile:
      (404)
      715-2233

    
      	
               

            	
              If
                to
                Northwest, to:

            


    

    Northwest
      Airlines,
      Inc.

    2700
      Lone Oak
      Parkway

    Department
      A4300

    Eagan,
      Minnesota
      55121-1534

    Attention: Dave
      Davis

    Facsimile: (612)
      726-3416

    and

    Northwest
      Airlines,
      Inc.

    2700
      Lone Oak
      Road

    Eagan,
      Minnesota
      55121

    Attention:
      Cathy
      Sams

    Facsimile:
      (612)
      726-3947

    
      	
               

            	
              If
                to United,
                to:

            


    

    United
      Air Lines,
      Inc.

    P.O.
      Box
      66100

    Chicago,
      Illinois
      60666

    Attention: Chief
      Financial Officer

    Facsimile: (312)
      997-8525

    and

    United
      Air Lines,
      Inc.

    P.O.
      Box
      66100

    Chicago,
      Illinois
      60666

    Attention:
      General
      Counsel

    Facsimile:
      (312)
      997-8525

    
      	
               

            	
              If
                to US
                Airways, to:

            


    

    US
      Airways, Inc.

    4000
      East Sky
      Harbor Boulevard

    Phoenix,
      Arizona
      85034

    Attention:  Chief
      Financial Officer

    and

    US
      Airways, Inc.

    111
      West Rio Salado
      Parkway

    Tempe,
      Arizona
      85281

    Attention:  Deputy
      General Counsel

    Facsimile:  (480)
      693-5932

    
      	
               

            	
              If,
                prior to
                the Closing, to the Company, to:

            


    

    ARINC
      Incorporated

    2551
      Riva
      Road

    Annapolis,
      Maryland
      21401

    Attention:  John
      Smith

    Facsimile:
      (410)
      573-3278

    
      	
               

            	
              in
                each case,
                with a copy (which shall not constitute notice)
                to:

            


    

    Paul
      Hastings,
      Janofsky & Walker, LLP

    600
      Peachtree
      Street, N.E.

    Suite
      2400

    Atlanta,
      GA
      30308

    Attention:
      Frank
      Layson

    Facsimile:
      (404)
      685-5206

    or
      such other address or facsimile number as such party may hereafter specify
      by
      like notice to the other parties hereto.  All such notices, requests
      and other communications shall be deemed received on the date of receipt by
      the
      recipient thereof if received prior to 5 P.M.  in the place of receipt
      and such day is a business day in the place of receipt.  Otherwise,
      any such notice, request or communication shall be deemed not to have been
      received until the next succeeding business day in the place of
      receipt.

    Section
      10.11  Severability.  If
      any term or other provision of this Agreement is determined by a court of
      competent jurisdiction to be invalid, illegal or incapable of being enforced
      by
      any rule of Law or public policy, all other terms, provisions and conditions
      of
      this Agreement shall nevertheless remain in full force and
      effect.  Upon such determination that any term or other provision is
      invalid, illegal or incapable of being enforced, the parties hereto shall
      negotiate in good faith to modify this Agreement so as to effect the original
      intent of the parties as closely as possible to the fullest extent permitted
      by
      applicable Law in an acceptable manner to the end that the Transactions are
      fulfilled to the extent possible.

    Section
      10.12  Definitions.  As
      used in this Agreement, the following terms have the meanings ascribed thereto
      below:

    “Acquisition
      Transaction” shall have the meaning set forth in Section 5.2.

    “Action”
shall
      have
      the meaning set forth in Section 3.7.

    “Adjustment
      Certificate” shall have the meaning set forth in Section 1.2(a).

    “Affiliate”
shall
      mean, as to any Person, any other Person that, directly or indirectly, controls,
      or is controlled by, or is under common control with, such
      Person.  For this purpose, “control” (including, with its correlative
      meanings, “controlled by” and “under common control with”) shall mean the
      possession, directly or indirectly, of the power to direct or cause the
      direction of management or policies of a Person, whether through the ownership
      of securities or partnership or other ownership interests, by contract or
      otherwise.

    “Aggregate
      SARs
      Exercise Price” shall have the meaning set forth in Section 1.2(d).

    “Agreement”
shall
      mean this Stock Purchase Agreement, as amended from time to time.

    “American”
shall
      have the meaning set forth in the Preamble.

    “Antitrust
      Laws”
shall have the meaning set forth in Section 5.3(a).

    “Arms
      Export
      Control Act” shall mean the regulations set forth in 22 U.S.C. Sections
      2751-2799 aa-2.

    “Balance
      Sheet
      Date” shall have the meaning set forth in Section 3.5(b).

    “Bankruptcy
      and
      Equity Exception” shall have the meaning set forth in Section 2.2.

    “Bankruptcy
      Code”
shall have the meaning set forth in Section 6.3(d).

    “Bankruptcy
      Court”
shall have the meaning set forth in Section 6.3(d).

    “Board
      of
      Directors” shall mean the Board of Directors of the Company.

    “Business
      Day”
shall mean a day except a Saturday, a Sunday or other day on which banks in
      the
      City of New York are authorized or required by Law to be closed.

    “Cash
      Equity” shall
      have the meaning set forth in Section 4.4(b).

    “Certificate
      Amendment” shall have the meaning set forth in the Preamble.

    “Closing”
shall
      have the meaning set forth in Section 7.1.

    “Closing
      Adjustment
      Deductions” shall have the meaning set forth in Section 1.2(a).

    “Closing
      Date”
shall have the meaning set forth in Section 7.1.

    “COBRA”
means
      the
      Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

    “Code”
shall
      mean
      the United States Internal Revenue Code of 1986, as amended.

    “Commitment
      Letter”
shall have the meaning set forth in Section 4.4(b).

    “Company”
shall
      have the meaning set forth in the Recitals.

    “Company
      Charter
      Documents” shall have the meaning set forth in Section 3.2.

    “Company
      Class A
      Stock” shall have the meaning set forth in Section 3.2.

    “Company
      Class B
      Stock” shall have the meaning set forth in Section 3.2.

    “Company
      Class C
      Stock” shall have the meaning set forth in Section 3.2.

    “Company
      Common
      Stock” shall mean the Company Class A Stock, the Company Class B Stock and the
      Company Class C Stock.

    “Company
      IP Rights”
shall have the meaning set forth in Section 3.14(b).

    “Company
      Plans”
shall have the meaning set forth in Section 3.10.

    “Company
      Preferred
      Stock” shall have the meaning set forth in Section 3.2.

    “Conditions
      Satisfied Date” shall mean the date on which all conditions precedent set forth
      in Section 6.1 and Section 6.2 that are contemplated to be satisfied prior
      to
      the Closing Date are first satisfied (or a party has executed and tendered
      for
      delivery, subject only to the Closing, and documents required to be delivered
      by
      such party pursuant to Section 6.2 or Section 6.3, as applicable) or waived
      (or,
      if from time to time after such date any such conditions are no longer
      satisfied, the first subsequent date on which all such conditions are satisfied
      or waived).

    “Consent
      Costs”
shall mean any liabilities, damages, losses, penalties, expenses or costs
      incurred in connection with obtaining any consents, waivers or amendments
      described in Section 5.14 (but not including the fees, costs and expenses of
      a
      party’s advisors, accountants or counsel related thereto which shall in be paid
      in all events by such party) including the net present value (using a 10%
      discount rate) of any future economic impact resulting in connection with such
      consents, waivers or amendments.

    “Continental”
shall
      have the meaning set forth in the Preamble.

    “Contract”
shall
      mean any loan or credit agreement, debenture, note, bond, mortgage, indenture,
      deed of trust, lease, license, instrument, contract or other agreement or
      binding commitment whether written or oral.

    “Confidentiality
      Agreement” shall mean that certain letter agreement dated February 1, 2007,
      between the Company and Carlyle Investment Management, L.L.C..

    “Credit
      Facility
      Indebtedness” shall mean any indebtedness for borrowed money of the Company and
      its Subsidiaries under (i) that certain Credit Agreement among the Company,
      Wachovia Bank, National Association, General Electric Capital Corporation,
      Societe Generale, and the other parties thereto, dated as of March 10, 2004,
      as
      amended, and (ii) that certain Second Amended and Restated Note Purchase
      Agreement, $30,000,000 Variable Rate Series A Senior Notes due March 27, 2009,
      between the Company and the noteholders party thereto, dated as of March 10,
      2004, in each case including any interest accrued thereon and prepayment, change
      of control or similar penalties and expenses, as of the Closing
      Date.

    “Damages”
shall
      mean all losses, damages, liabilities, and other costs and expenses of any
      kind
      or nature whatsoever, whether known or unknown, contingent or vested, matured
      or
      unmatured, and whether or not resulting from third-party claims, including
      costs
      (including reasonable fees and expenses of attorneys, other professional
      advisors and expert witnesses and the allocable portion of the relevant person’s
      internal costs) of investigation, preparation and litigation in connection
      with
      any Action or threatened Action.

    “Debt
      Commitment
      Letter” shall have the meaning set forth in Section 4.4(a).

    “Debt
      Financing”
shall have the meaning set forth in Section 4.4(a).

    “Delay”
shall
      have
      the meaning set forth in Section 5.1(b).

    “Delta”
shall
      have
      the meaning set forth in the Preamble.

    “DGCL”
shall
      mean
      the General Corporation Law of the State of Delaware.

    “Disclosure
      Schedule” shall have the meaning set forth in the preamble to Article
      II.

    “Environmental
      Law”
shall mean any applicable Law relating to (i) the protection of human health
      and
      the environment (including air, water, soil and natural resources), or (ii)
      the
      use, storage, handling, or Release of Hazardous Substances, in each case as
      in
      effect on the date of this Agreement.

    “Equity
      Commitment
      Letter” shall have the meaning set forth in Section 4.4(b).

    “Equity
      Interest”
of any Person means (i) shares of capital stock, limited liability company
      interests, partnership interests or other equity securities of such Person,
      including, with respect to the Company, the Company Common Stock and the Company
      Preferred Stock, (ii) subscriptions, calls, warrants, options or commitments
      of
      any kind or character relating to, or entitling any Person to purchase or
      otherwise acquire, any capital stock, limited liability company interests,
      partnership interests or other equity securities of such Person, (iii)
      securities convertible into or exercisable or exchangeable for shares of capital
      stock, limited liability company interests, partnership interests or other
      equity securities of such Person, and (iv) equity equivalents, interests in
      the
      ownership of, or equity appreciation, phantom stock or other similar rights
      of,
      or with respect to, such Person, including, with respect to the Company, the
      Company’s stock appreciation rights.

    “Equity
      Investor”
shall have the meaning set forth in Section 4.4(b).

    “ERISA”
shall
      have
      the meaning set forth in Section 3.10.

    “ERISA
      Affiliate”
shall mean any entity which is (or at any relevant time was) a member of a
      “controlled group of corporations” with, or under “common control” with, the
      Company or any of its Subsidiaries, as defined in Section 414(b) or (c) of
      the
      Code.

    “Export
      Administration Regulations” shall mean means 15 C.F.R. parts 730 – 799, as
      continued by Executive Order 13222 of August 17, 2001, 3 C.F.R., 2001 Comp.
      P.
      783 (2002), as extended by the notice of August 2, 2005, 70 C.F.R. 45273 (August
      5, 2005).

    “FCPA”
shall
      have
      the meaning set forth in Section 3.19.

    “Final
      Adjustment
      Certificate” shall have the meaning set forth in Section 1.2(a).

    “Final
      Order” shall
      mean an order or judgment of the Bankruptcy Court as to which (i) the time
      to
      appeal, petition for certiorari, or motion for reargument or rehearing has
      expired and as to which no appeal, petition for certiorari, or move for
      reargument or rehearing shall then be pending or (ii) in the event that an
      appeal, writ of certiorari, reargument or rehearing thereof has been sought,
      such order of the Bankruptcy Court shall have been affirmed by the highest
      court
      to which such order was appealed, or certiorari has been denied, or from which
      reargument or rehearing was sought, and the time to take any further appeal,
      petition for certiorari or move for reargument or rehearing shall have expired;
      provided, that no order shall fail to be a Final Order solely because of
      the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil
      Procedure or Rule 7024 of the Federal Rules of Bankruptcy Procedure may be
      filed
      with respect to such order, as long as such a motion has not actually been
      filed.

    “Financial
      Statements” shall mean (i) the audited consolidated balance sheet of the
      Company and its Subsidiaries as of each of December 31, 2004, December 31,
      2005
      and December 31, 2006, and the audited consolidated statements of income, cash
      flows and changes in stockholders’ equity of the Company and its Subsidiaries
      for the periods then ended, together with any related notes, schedules and
      auditor’s report therein, (ii) the unaudited comparative consolidated balance
      sheet of the Company and its Subsidiaries as of each of March 31, 2006 and
      March
      31, 2007, and the unaudited comparative consolidated statements of income and
      cash flows of the Company and its Subsidiaries for the three-month period then
      ended, and (iii) the unaudited comparative consolidated balance sheet of the
      Company and its Subsidiaries as of each of May 31, 2006 and May 31, 2007, and
      the unaudited comparative consolidated statements of income and cash flows
      of
      the Company and its Subsidiaries for the five-month period then
      ended.

    “Financing”
shall
      have the meaning set forth in Section 4.4(b).

    “Financing
      Agreements” shall have the meaning set forth in Section 5.11.

    “Foreign
      Company”
shall mean any Subsidiary that is not a “United States Person” within the
      meaning of Section 7701(a)(30) of the Code.

    “Foreign
      Trade
      Statistics Regulations” shall mean 15 C.F.R.  Part 30.

    “Foreign
      Company
      Plans” shall have the meaning set forth in Section 3.10.

    “GAAP”
shall
      mean
      generally accepted accounting principles in the United States, consistently
      applied.

    “Government
      Contract” shall mean any Contract (whether prime contract, subcontract, grant,
      subgrant, cooperative agreement, teaming agreement or arrangement, joint
      venture, basic ordering agreement, pricing agreement, letter agreement or other
      similar arrangement) between the Company or any of its Subsidiaries, on the
      one
      hand, and (i) any Governmental Authority, (ii) any prime contractor of a
      Governmental Authority in its capacity as a prime contractor, or (iii) any
      subcontractor with respect to any Contract of a type described in clauses (i)
      or
      (ii) above, on the other hand.  A task, purchase or delivery order
      under a Government Contract shall not constitute a separate Government Contract,
      for purposes of this definition, but shall be part of the Government Contract
      to
      which it relates.

    “Government
      List”
shall mean (i) the Specially Designated Nationals and Blocked Persons List
      maintained by the Department of the Treasury, Office of Foreign Assets Control.
      31 C.F.R. Chapter V, Annex A; (ii) the Denied Persons List and the Entity List
      maintained by the Department of Commerce, Bureau of Industry and Security;
      (iii)
      the Debarred Parties List maintained by the Department of State, Directorate
      of
      Defense Trade Controls; and (iv) any list or qualification of “Designated
      Nationals” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part
      515.

    “Governmental
      Authority” shall mean any government, court, regulatory or administrative
      agency, commission or authority or other governmental or arbitral
      instrumentality, federal, state or local, domestic, foreign or
      multinational.

    “Governmental
      Order” shall mean any order, writ, judgment, injunction, decree or award entered
      by or with any Governmental Authority.

    “Guarantor”
shall
      have the meaning set forth in the Recitals.

    “HSR
      Act” shall
      mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
      amended.

    “Hazardous
      Substance” shall mean any substance to the extent presently listed, defined,
      designated or classified as hazardous, toxic or radioactive under any applicable
      Environmental Law, including petroleum and any derivative or by-products
      thereof.

    “Indebtedness”
      shall mean, with respect to any Person, (i) indebtedness of such Person for
      borrowed money (including accrued and unpaid interest and all prepayment
      penalties or premiums and including, with respect to the Company and its
      Subsidiaries, the Credit Facility Indebtedness), (ii) other indebtedness of
      such
      Person evidenced by notes, bonds, debentures or similar debt instruments
      (including accrued and unpaid interest and all prepayment penalties or
      premiums); (iii) capitalized leases of such Person; (iv) all obligations of
      others secured by any Lien on property owned or acquired by such Person, whether
      or not the obligations secured thereby have been assumed, (v) all standby
      letters of credit issued for the account of such Person, (vi) obligations of
      such Person under conditional sale, title retention or similar arrangements
      or
      other obligations to pay the deferred purchase price for property or services
      (other than ordinary course trade payables), including earnout obligations,
      (vii) all obligations in respect of interest rate and currency swap obligations
      (including breakage costs in respect thereof), and (viii) all guarantees of
      or
      by such Person of any of the matters described in clauses (i)-(vii)
      hereof.

    “Indemnitee”
shall
      have the meaning set forth in Section 5.6.

    “International
      Traffic in Arms Regulations” shall mean 22 C.F.R.  Parts
      120-130.

    “IP
      Rights” shall
      have the meaning set forth in Section 3.14(a).

    “Joint
      Ventures”
shall mean Opti-Fi Networks LLC and ADARI Aviation Technology Company
      Limited.

    “Knowledge”
shall
      mean, in the case of the Shareholders, the actual knowledge of Robert Cordes,
      David Davis, Gulsen Sanyer, Zane Rowe, Stephen Dickson and Derek Kerr (with
      no
      duty of investigation), and, in the case of the Company, the actual knowledge
      (with no duty of investigation) of John Belcher, Richard Jones, Mike Young,
      Steve Means, Dave Morrissey, Robert Manigold, Ed Montgomery, Tricia Kirk, Ruth
      Hough, John C. Smith, Dave Poltorak, Randy Pizzi and Ken Carpenter.

    “Laws”
shall
      have
      the meaning set forth in Section 3.8.

    “Leased
      Real
      Property” shall have the meaning set forth in Section 3.12(b).

    “Lenders”
shall
      have the meaning set forth in Section 4.4(a).

    “Liens”
shall
      have
      the meaning set forth in Section 2.4.

    “Material
      Adverse
      Effect” shall mean any change, event, effect or occurrence which has a material
      adverse effect on the assets, business, results of operations or financial
      condition of the Company and its Subsidiaries taken as a whole; provided,
      that, for the purposes of this Agreement, “Material Adverse Effect” will not
      include changes, events, effects or occurrences to the extent arising out of,
      resulting from or attributable to (i) changes in conditions in the United States
      or global economy or capital or financial markets generally, including changes
      in interest or exchange rates and fluctuating commodity prices generally, in
      each case so long as such changes do not significantly disproportionately affect
      the Company and its Subsidiaries, (ii) changes in general legal, regulatory,
      political, economic or business conditions or changes in GAAP that, in each
      case, generally affect industries in which the Company and its Subsidiaries
      conducts business, in each case so long as such changes do not significantly
      disproportionately affect the Company and its Subsidiaries, (iii) the
      announcement or pendancy of this Agreement, including the impact thereof on
      relationships, contractual or otherwise, with customers, suppliers,
      distributors, partners or employees, or (iv) floods, earthquakes or other
      natural disasters (other than hurricanes).

    “Material
      Contract”
shall have the meaning set forth in Section 3.15(b).

    “Merger”
shall
      mean
      the transaction pursuant to which, after the Closing, the Company will become
      a
      wholly-owned Subsidiary of the Purchaser.

    “Net
      Indebtedness”
shall have the meaning set forth in Section 3.5(c).

    “Northwest”
shall
      have the meaning set forth in the Preamble.

    “OFAC”
shall
      mean
      the Department of the Treasury, Office of Foreign Assets Control.

    “OFAC
      Laws and
      Regulations” shall mean any laws, rules, executive orders, administrative
      orders, lists, sanctions and regulations administered by OFAC, including the
      International Emergency Economic Powers Act (United States), the Trading with
      the Enemy Act (United States) and the regulations set forth in 31 C.F.R. Chapter
      V.

    “Owned
      Real
      Property” shall have the meaning set forth in Section 3.12(a).

    “PBGC”
shall
      have
      the meaning set forth in Section 3.10.

    “Per
      Share Purchase
      Price” shall have the meaning set forth in Section 1.2(b).

    “Permits”
shall
      have the meaning set forth in Section 3.8.

    “Permitted
      Liens”
shall mean (a) Liens for Taxes not yet due and payable, (b) Liens of carriers,
      warehousemen, mechanics, materialmen and repairmen incurred in the ordinary
      course of business consistent with past practice and not yet delinquent and
      (c)
      other Liens not related to Indebtedness and that will not adversely affect
      in
      any material respect the use or value of any property subject to such
      Lien.

    “Person”
shall
      mean
      an individual, a corporation, a limited liability company, a partnership, an
      association, a trust or any other entity, including a Governmental
      Authority.

    “Post-Closing
      Shareholder” shall have the meaning set forth in Section 5.8.

    “Prohibited
      Person”
shall mean (i) a Person who has been determined by competent authority to be
      the
      subject of the prohibitions in any of the OFAC Laws and Regulations; (ii) a
      Person identified on a Government List; (iii) the government of any country
      against which the United States maintains economic sanctions or embargos; or
      (iv) a Person who acts on behalf of or is owned or controlled by the government
      of a country against which the United States maintains economic sanctions or
      embargos.

    “Purchase
      Price”
shall have the meaning set forth in Section 1.2(b).

    “Purchaser”
shall
      have the meaning set forth in the Preamble.

    “Real
      Property
      Leases” shall have the meaning set forth in Section 3.12(b).

    “Release”
means
      any
      release, spill, emission, leaking, pumping, injection, deposit, disposal,
      discharge, dispersal, leaching, or migration at, into or onto the environment,
      including movement or migration through or in the environment, whether sudden
      or
      non-sudden and whether accidental or non-accidental, or any release, emission
      or
      discharge as those terms are defined in any applicable Environmental
      Law.

    “Required
      Financial
      Information” shall have the meaning set forth in Section 5.11.

    “Restraints”
shall
      have the meaning set forth in Section 6.1(b).

    “Securities
      Act”
shall mean the Securities Act of 1933, as amended.

    “Service
      Agreement”
shall mean a Contract between the Company or a Subsidiary and a Post-Closing
      Shareholder pursuant to which the Company or such Subsidiary provides goods
      or
      services to such Post-Closing Shareholder.

    “Shareholder”
shall
      have the meaning set forth in the Preamble.

    “Special
      Committee”
shall mean the special committee of the Board of Directors consisting solely
      of
      disinterested directors who are not representatives of, affiliated with or
      acting on behalf of any Shareholder.

    “Sponsor
      Guaranty”
shall have the meaning set forth in the Recitals.

    “Stock
      Awards”
shall have the meaning set forth in Section 3.2(a).

    “Subsidiary”
when
      used with respect to any Person, shall mean any corporation, limited liability
      company, partnership, association, trust or other entity of which securities
      or
      other ownership interests representing 50% or more of the Equity Interests,
      measured by ordinary voting power, (or, in the case of a partnership, 50% or
      more of the general partnership interests) are, as of such date, owned by such
      party or one or more Subsidiaries of such party or by such party and one or
      more
      Subsidiaries of such party.

    “Tax
      Returns” shall
      mean any return, report, claim for refund, estimate, information return or
      statement or other similar document relating to or required to be filed with
      any
      Governmental Authority with respect to Taxes, including any schedule or
      attachment thereto, and including any amendment thereof.

    “Taxes”
shall
      mean
      all federal, state, local or foreign taxes, charges, fees, imposts, levies
      or
      other assessments, including all net income, gross receipts, capital, sales,
      use, ad valorem, value added, transfer, franchise, profits, inventory, capital
      stock, license, withholding, payroll, employment, social security, unemployment,
      excise, severance, stamp, occupation, property and estimated taxes, customs
      duties, fees, assessments and charges of any kind and all interest, penalties,
      fines, additions to tax or additional amounts imposed by any Governmental
      Authority with respect thereto.

    “Third
      Party” shall
      mean any Person other than the Company, a wholly-owned Subsidiary of the
      Company, and a Subsidiary of which the Company owns all of the outstanding
      Equity Interests other than Equity Interests required by local Law to be held
      by
      a third party.

    “Third
      Party IP
      Rights” shall have the meaning set forth in Section 3.14(b).

    “Transactions”
      refers collectively to this Agreement and the transactions contemplated hereby,
      including the Merger and the filing of the Certificate Amendment with the
      Secretary of State of the State of Delaware.

    “United”
shall
      have
      the meaning set forth in the Preamble.

    “US
      Airways” shall
      have the meaning set forth in the Preamble.

    “Walk-Away
      Date”
shall have the meaning set forth in Section 8.1(b).

    Section
      10.13  Rules
      of
      Interpretation.  Unless otherwise expressly provided, the
      following rule of interpretation shall apply:

    (a)  Calculation
      of
      Time Period.  When calculating the period of time before which,
      within which or following which any act is to be done or step taken pursuant
      to
      this Agreement, the date that is the reference date in calculating such period
      shall be excluded.  If the last day of such period is not a Business
      Day, the period in question shall end on the next succeeding Business
      Day.

    (b)  Number
      and
      Gender.  Where the context requires, the use of a singular form
      herein shall include the plural, the use of the plural shall include the
      singular, and the use of any gender shall include any and all
      genders.

    (c)  Headings.  The
      table of contents and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

    (d)  Herein.  The
      words “hereof”, “herein” and “hereunder” and words of similar import when used
      in this Agreement shall refer to this Agreement as a whole and not to any
      particular provision of this Agreement.

    (e)  Including.  Whenever
      the words “include”, “includes” or “including” are used in this Agreement, they
      shall be deemed to be followed by the words “without limitation”.

    (f)  Schedules
      and
      Exhibits Generally.  The Schedules and Exhibits attached to this
      Agreement shall be construed with and as an integral part of this Agreement
      to
      the same extent as if the same had been set forth verbatim herein.

    (g)  Disclosure
      Schedule.  The parties acknowledge and agree that: any disclosure
      made with reference to a section of the Shareholder Disclosure Schedule or
      Company Disclosure Schedule shall be deemed sufficient for purposes of
      disclosure in any other section or sections of the Shareholder Disclosure
      Schedule or Company Disclosure Schedule that may require disclosure therein
      only
      to the extent that the relevance of any such disclosure to such other section
      of
      the Shareholder Disclosure Schedule or Company Disclosure Schedule is reasonably
      apparent from the text of such disclosure; the Shareholder Disclosure Schedule
      and Company Disclosure Schedule is intended only to qualify and limit the
      representations, warranties and covenants of the Shareholders and the Company,
      respectively, contained in this Agreement and shall not be deemed to expand
      in
      any way the scope or effect of any such representations, warranties or
      covenants; the disclosures in the Shareholder Disclosure Schedule and the
      Company Disclosure Schedule may be over-inclusive, considering the materiality
      standard contained in the section of this Agreement relating to the
      corresponding section of the Shareholder Disclosure Schedule or Company
      Disclosure Schedule, and any items or matters disclosed in the Shareholder
      Disclosure Schedule or Company Disclosure Schedule are not intended to set
      or
      establish standards of materiality different from those set forth in the
      corresponding section of this Agreement; and the disclosure of any item or
      information in the Shareholder Disclosure Schedule or Company Disclosure
      Schedule is not an admission that such item or information (or any non-disclosed
      item or information of comparable or greater significance) is material, required
      to have been disclosed in the Shareholder Disclosure Schedule or Company
      Disclosure Schedule, or is of a nature that would reasonably be expected,
      individually or in the aggregate, to have a Material Adverse
      Effect.

    (h)  References
      to
      Articles, Sections, Exhibits or Schedules.  When a reference is
      made in this Agreement to an Article, a Section, Exhibit or Schedule, such
      reference shall be to an Article of, a Section of, or an Exhibit or Schedule
      to,
      this Agreement unless otherwise indicated.

    (i)  Defined
      Terms.  All terms defined in this Agreement shall have the defined
      meanings when used in any document made or delivered pursuant hereto unless
      otherwise defined therein and except as otherwise provided therein.

    (j)  References
      to
      Agreements, Instruments and Statutes.  Any agreement, instrument
      or statute defined or referred to herein or in any agreement or instrument
      that
      is referred to herein means such agreement, instrument or statute as from time
      to time amended, modified or supplemented, including (in the case of agreements
      or instruments) by waiver or consent and (in the case of statutes) by succession
      of comparable successor statutes and references to all attachments thereto
      and
      instruments incorporated therein.

    (k)  References
      to a
      Person.  References to a Person are also to its permitted
      successors and assigns.

    (l)  Negotiation
      and
      Drafting of Agreement.  The parties hereto have participated
      jointly in the negotiation and drafting of this Agreement and, in the event
      an
      ambiguity or question of intent or interpretation arises, this Agreement shall
      be construed as jointly drafted by the parties hereto and no presumption or
      burden of proof shall arise favoring or disfavoring any party by virtue of
      the
      authorship of any provision of this Agreement.


    
      
              

                  
      
      

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered as of the date first above written.

    RADIO
      ACQUISITION CORP.


    By:

    Name:

    Title:

     

    ARINC
      INCORPORATED


    By:

    Name:

    Title:

     

    AMERICAN
      AIRLINES, INC.


    By:

    Name:

    Title:

     

    CONTINENTAL
      AIRLINES, INC.


    By:

    Name:

    Title:

     

    DELTA
      AIR
      LINES, INC.


    By:

    Name:

    Title:

     

    NORTHWEST
      AIRLINES, INC.


    By:

    Name:

    Title:

     

    UNITED
      AIR
      LINES, INC.


    By:

    Name:

    Title:

     

    US
      AIRWAYS,
      INC.


    By:

    Name:

    Title:


    
      
              

                            
                          
      

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