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Agreement - MAGNETEK, INC. - 9-29-1995

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Agreement - MAGNETEK, INC. - 9-29-1995 Powered By Docstoc
					AGREEMENT OF LEASE between WILLS CORROON CORPORATION OF TENNESSEE, as Landlord and MAGNETEK, INC. as Tenant Dated as of June 30, 1995 Premises: Fifth and Sixth Floors (North Plaza and atrium bridge area) Willis Corroon Plaza 26 Century Boulevard Nashville, Tennessee

INDEX OF DEFINED TERMS SECTION IN WHICH DEFINED ------------4.01 6.01 8.01 7.02 14.01 1.01 1.01, 4.02 1.01 1.01 1.01 1.01 16.01 5.01 8.01 25.09 25.09 2.02 2.01 7.02 25.08 1.01 6.01 10.02 6.01 1.01, 2.02 7.02 3.01 7.02 7.02 23.05 24.01 4.01 10.02

DEFINITION - ----------

Additional Rent ................................................. Allotted Kilowatt Hours ......................................... Alteration ...................................................... Auditorium ...................................................... Bankruptcy Code ................................................. Base Operating Expenses ......................................... Base Rent ....................................................... Base Taxes ...................................................... Broker .......................................................... Building ........................................................ Building Rentable Area .......................................... Building Rules .................................................. Building Services ............................................... Building Systems ................................................ Business Days ................................................... Business Hours .................................................. Commencement Date ............................................... Common Areas .................................................... Conference Center ............................................... Consent ......................................................... Date of this Lease .............................................. Electrical Allowance ............................................ Environmental Activity .......................................... Excess Kilowatt Hours ........................................... Expiration Date ................................................. Facility ........................................................ First-Class Office Buildings .................................... Food Facility ................................................... Food Facility Provider .......................................... Force Majeure ................................................... Garage .......................................................... Gross Rent ...................................................... Hazardous Materials .............................................

INDEX OF DEFINED TERMS SECTION IN WHICH DEFINED ------------4.01 6.01 8.01 7.02 14.01 1.01 1.01, 4.02 1.01 1.01 1.01 1.01 16.01 5.01 8.01 25.09 25.09 2.02 2.01 7.02 25.08 1.01 6.01 10.02 6.01 1.01, 2.02 7.02 3.01 7.02 7.02 23.05 24.01 4.01 10.02 25.09 1.01 Introduction, 23.02 7.01 4.03 9.02 5.01 Introduction 10.01 16.03 12.02

DEFINITION - ----------

Additional Rent ................................................. Allotted Kilowatt Hours ......................................... Alteration ...................................................... Auditorium ...................................................... Bankruptcy Code ................................................. Base Operating Expenses ......................................... Base Rent ....................................................... Base Taxes ...................................................... Broker .......................................................... Building ........................................................ Building Rentable Area .......................................... Building Rules .................................................. Building Services ............................................... Building Systems ................................................ Business Days ................................................... Business Hours .................................................. Commencement Date ............................................... Common Areas .................................................... Conference Center ............................................... Consent ......................................................... Date of this Lease .............................................. Electrical Allowance ............................................ Environmental Activity .......................................... Excess Kilowatt Hours ........................................... Expiration Date ................................................. Facility ........................................................ First-Class Office Buildings .................................... Food Facility ................................................... Food Facility Provider .......................................... Force Majeure ................................................... Garage .......................................................... Gross Rent ...................................................... Hazardous Materials ............................................. Holidays ........................................................ Land ............................................................ Landlord ........................................................ Landlord Services ............................................... Landlord's Address for Notices .................................. Landlord's Agents ............................................... Landlord's Statement ............................................ Lease ........................................................... Legal Requirements .............................................. Monument ........................................................ Net Consideration ...............................................

DEFINITION - ----------

SECTION IN WHICH DEFINED ------------7.02 21.02 5.01 6.01 16.03 23.03 5.03 10.02 1.01 19.01 2.03 8.01 5.01 12.01 1.01

Net Operating Losses ............................................ New Tenant ...................................................... Operating Expenses .............................................. Ordinary Equipment .............................................. Original Tenant ................................................. Partnership Tenant .............................................. Payment Dates ................................................... PCBs ............................................................ Premises ........................................................ Project ......................................................... Punch List Items ................................................ Qualified Alteration ............................................ Real Estate Taxes ............................................... Related Corporation ............................................. Rent Commencement Date ..........................................

DEFINITION - ----------

SECTION IN WHICH DEFINED ------------7.02 21.02 5.01 6.01 16.03 23.03 5.03 10.02 1.01 19.01 2.03 8.01 5.01 12.01 1.01 13.02 16.02 16.02 4.03 16.03 13.01 13.02 13.01 13.01 13.01 13.01 5.03 5.01 Introduction 9.02 1.01 12.02 5.02 5.02 8.02 5.01 5.03 2.02 26.01 16.02 12.02 23.02 7.02

Net Operating Losses ............................................ New Tenant ...................................................... Operating Expenses .............................................. Ordinary Equipment .............................................. Original Tenant ................................................. Partnership Tenant .............................................. Payment Dates ................................................... PCBs ............................................................ Premises ........................................................ Project ......................................................... Punch List Items ................................................ Qualified Alteration ............................................ Real Estate Taxes ............................................... Related Corporation ............................................. Rent Commencement Date .......................................... Senior Interest Holder .......................................... Signage Rules ................................................... Signs ........................................................... Stipulated Rate ................................................. Strip ........................................................... Subordinated Mortgage ........................................... Successor Landlord .............................................. Superior Leases ................................................. Superior Lessor ................................................. Superior Mortgagee .............................................. Superior Mortgages .............................................. Tax Protest Request ............................................. Tax Year ........................................................ Tenant .......................................................... Tenant Parties .................................................. Tenant Share .................................................... Tenant's Basic Cost ............................................. Tenant's Estimated Operating Payment ............................ Tenant's Operating Payment ...................................... Tenant's Property ............................................... Tenant's Share .................................................. Tenant's Tax Payment ............................................ Term ............................................................ Termination Notice .............................................. Third Party Approvers ........................................... Transfer Notice ................................................. Transferee ...................................................... WCCT ............................................................

TABLE OF CONTENTS PAGE ---ARTICLE 1 -- BASIC LEASE INFORMATION AND DEFINITIONS ...................... 1.01. 1.02 Basic Lease Information ...................................... Other Definitions ............................................ 1 1 2 2 2 3 3 3 3

ARTICLE 2 -- PREMISES; TERM ............................................... 2.01 2.01 2.03 Demise ....................................................... Term ......................................................... Delivery of Premises .........................................

ARTICLE 3 -- USE .......................................................... 3.01 Use ..........................................................

TABLE OF CONTENTS PAGE ---ARTICLE 1 -- BASIC LEASE INFORMATION AND DEFINITIONS ...................... 1.01. 1.02 Basic Lease Information ...................................... Other Definitions ............................................ 1 1 2 2 2 3 3 3 3 3 3 3 3 4 5 5 7 8 8 8 8 8 10 11

ARTICLE 2 -- PREMISES; TERM ............................................... 2.01 2.01 2.03 Demise ....................................................... Term ......................................................... Delivery of Premises .........................................

ARTICLE 3 -- USE .......................................................... 3.01 3.02 Use .......................................................... Permits ......................................................

ARTICLE 4 -- RENT ......................................................... 4.01 4.02 4.03 4.04 Gross Rent ................................................... Base Rent .................................................... Manner of Payment ............................................ Occupancy Tax ................................................

ARTICLE 5 -- ESCALATIONS .................................................. 5.03 5.04 5.05 5.06 Tenant's Tax Payment ......................................... Records ...................................................... Landlord's Statements ........................................ Survival .....................................................

ARTICLE 6 -- TENANT ELECTRICITY ........................................... 6.01 6.02 6.03 Tenant Electricity ........................................... Termination of Service ....................................... Electric Fixtures ............................................

i

PAGE ---ARTICLE 7 -- LANDLORD COVENANTS ........................................... 7.01 7.02 7.03 7.04 7.05 Standard of Operation, Landlord Services ..................... Conference Center, Auditorium and Cafeteria .................. Access ....................................................... Cleaning ..................................................... Service Interruption ......................................... 11 11 12 13 13 13 13

ARTICLE 8 -- ALTERATIONS ..................................................

PAGE ---ARTICLE 7 -- LANDLORD COVENANTS ........................................... 7.01 7.02 7.03 7.04 7.05 Standard of Operation, Landlord Services ..................... Conference Center, Auditorium and Cafeteria .................. Access ....................................................... Cleaning ..................................................... Service Interruption ......................................... 11 11 12 13 13 13 13 13 14 14 14 14 14 15 15 15 15 15 16 16 17 17 17 17 17 18

ARTICLE 8 -- ALTERATIONS .................................................. 8.01 8.02 8.03 8.04 Alterations .................................................. Tenant's Property ............................................ Effect of Landlord's Approval ................................ Survival .....................................................

ARTICLE 9 -- REPAIRS ...................................................... 9.01 9.02 9.03 9.04 Repairs by Landlord .......................................... Repairs by Tenant ............................................ Changes in Facilities ........................................ Landlord Access ..............................................

ARTICLE 10 -- COMPLIANCE WITH LAWS ........................................ 10.01 10.02 10.03 10.04 Compliance with Laws by Tenant ............................... Environmental ................................................ Right to Contest ............................................. Compliance with Laws by Landlord .............................

ARTICLE 11 -- RIGHT TO PERFORM TENANT COVENANTS ........................... 11.01 Right to Perform Tenant Covenants ............................

ARTICLE 12 -- ASSIGNMENT AND SUBLETTING ................................... 12.01 12.02 Assignment; Etc. ............................................. Assignment and Subletting Procedures .........................

ii

PAGE ---12.03 Additional Assignment and Subleasing Conditions .............. 20 21 21 22 22 23

ARTICLE 13 -- SUBORDINATION ............................................... 13.01 13.02 13.03 Subordination ................................................ Attornment ................................................... Right to Cure ................................................

ARTICLE 14 -- CONDITIONS OF LIMITATION ....................................

PAGE ---12.03 Additional Assignment and Subleasing Conditions .............. 20 21 21 22 22 23 23 24 24 24 25 25 25 25 25 26 26 26 26 26 27 27 28 28 28 28

ARTICLE 13 -- SUBORDINATION ............................................... 13.01 13.02 13.03 Subordination ................................................ Attornment ................................................... Right to Cure ................................................

ARTICLE 14 -- CONDITIONS OF LIMITATION .................................... 14.01 14.02 14.03 14.04 14.05 14.06 14.07 14.08 14.09 Default ...................................................... Intentional Default .......................................... Re-entry by Landlord ......................................... Damages ...................................................... Right to Injunction .......................................... Other Remedies ............................................... Certain Waivers .............................................. No Waiver .................................................... Attorneys' Fees ..............................................

ARTICLE 15 -- QUIET ENJOYMENT ............................................. 15.01 Quiet Enjoyment ..............................................

ARTICLE 16 -- RULES OF THE BUILDING ....................................... 16.01 16.02 16.03 16.04 Building Rules ............................................... Signs ........................................................ Monument ..................................................... Use of Building Name .........................................

ARTICLE 17 -- INSURANCE ................................................... 17.01 17.02 17.03 Compliance with Insurance Standards .......................... Landlord Insurance ........................................... Tenant Insurance .............................................

iii

PAGE ---17.04 17.05 Waiver of Subrogation ........................................ Policy Requirements .......................................... 29 29 30 30 30 31

ARTICLE 18 -- NONLIABILITY AND INDEMNIFICATION ............................ 18.01 18.02 18.03 Exculpation .................................................. Indemnity .................................................... Limitation of Landlord's Personal Liability ..................

PAGE ---17.04 17.05 Waiver of Subrogation ........................................ Policy Requirements .......................................... 29 29 30 30 30 31 31 31 32 32 32 33 33 33 33 33 34 34 34 35 35 35 35 36 36 36

ARTICLE 18 -- NONLIABILITY AND INDEMNIFICATION ............................ 18.01 18.02 18.03 Exculpation .................................................. Indemnity .................................................... Limitation of Landlord's Personal Liability ..................

ARTICLE 19 -- CONDEMNATION ................................................ 19.01 Condemnation .................................................

ARTICLE 20 -- CASUALTY .................................................... 20.01 20.02 20.03 20.04 20.05 Casualty ..................................................... Tenant Right to Terminate .................................... Landlord Right to Terminate .................................. Disclaimer ................................................... Tenant Default ...............................................

ARTICLE 21 -- SURRENDER ................................................... 21.01 21.02 Surrender .................................................... Holding Over .................................................

ARTICLE 22 - ESTOPPEL CERTIFICATES ........................................ 22.01 Estoppal Certiflcates ........................................

ARTICLE 23 -- PARTIES BOUND ............................................... 23.01 23.02 23.03 23.04 23.05 Successors and Assigns ....................................... Landlord for Time Being ...................................... Partnership Tenant ........................................... No Offer ..................................................... Inability to Perform .........................................

ARTICLE 24 -- PARKING .....................................................

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PAGE ---24.01 Parking ...................................................... 36 37 37 37 37 37

ARTICLE 25 -- MISCELLANEOUS PROVISIONS .................................... 25.01 25.02 25.03 25.04 Waiver of Counterclaims and Jury Trial ....................... Notices ...................................................... Severability ................................................. Mercer, Amendments ...........................................

PAGE ---24.01 Parking ...................................................... 36 37 37 37 37 37 38 38 38 38 38 38 38 39 39

ARTICLE 25 -- MISCELLANEOUS PROVISIONS .................................... 25.01 25.02 25.03 25.04 25.05 25.06 25.07 25.08 25.09 25.10 25.11 Waiver of Counterclaims and Jury Trial ....................... Notices ...................................................... Severability ................................................. Mercer, Amendments ........................................... No Joint Venture ............................................. Broker ....................................................... Applicable Law ............................................... Consents and Approvals ....................................... Business Hours ............................................... Exhibits ..................................................... Memorandum ...................................................

ARTICLE 26 -- LEASE TERMINATION OPTION .................................... 26.01 Lease Termination Option .....................................

v

AGREEMENT OF LEASE This AGREEMENT OF LEASE, dated as of June 30, 1995 (this "LEASE"), is entered into between WILLIS CORROON CORPORATION OF TENNESSEE, a Tennessee corporation, having an address c/o Willis Corroon Corporation, 26 Century Boulevard, Nashville, Tennessee 37214 ("LANDLORD"), as landlord, and MAGNETEK, INC., having an address at Willis Corroon Plaza, 26 Century Boulevard, Nashville, Tennessee 37214 ("TENANT"), as tenant. W I T N E S S E T H: Landlord and Tenant agree as follows: ARTICLE 1 -- BASIC LEASE INFORMATION AND DEFINITIONS 1.01. BASIC LEASE INFORMATION. The following sets forth the basic data with respect to this Lease and constitutes the definitions of such terms where used throughout this Lease. Any conflicts between this Section 1.01 and the other provisions of this Lease shall be resolved in favor of such other provisions.
DEFINED TERM - -----------DATE OF THIS LEASE LANDLORD BASIC INFORMATION AND DEFINITION -------------------------------June 30, 1995 Willis Corroon Corporation of Tennessee, a Tennessee corporation c/o Willis Corroon Corporation Real Estate and Facilities Planning P.O. Box 305026 Nashville, Tennessee 37230-5026 Attention: Ms. JoAnne C. Mathis

LANDLORD'S ADDRESS FOR NOTICES

AGREEMENT OF LEASE This AGREEMENT OF LEASE, dated as of June 30, 1995 (this "LEASE"), is entered into between WILLIS CORROON CORPORATION OF TENNESSEE, a Tennessee corporation, having an address c/o Willis Corroon Corporation, 26 Century Boulevard, Nashville, Tennessee 37214 ("LANDLORD"), as landlord, and MAGNETEK, INC., having an address at Willis Corroon Plaza, 26 Century Boulevard, Nashville, Tennessee 37214 ("TENANT"), as tenant. W I T N E S S E T H: Landlord and Tenant agree as follows: ARTICLE 1 -- BASIC LEASE INFORMATION AND DEFINITIONS 1.01. BASIC LEASE INFORMATION. The following sets forth the basic data with respect to this Lease and constitutes the definitions of such terms where used throughout this Lease. Any conflicts between this Section 1.01 and the other provisions of this Lease shall be resolved in favor of such other provisions.
DEFINED TERM - -----------DATE OF THIS LEASE LANDLORD BASIC INFORMATION AND DEFINITION -------------------------------June 30, 1995 Willis Corroon Corporation of Tennessee, a Tennessee corporation c/o Willis Corroon Corporation Real Estate and Facilities Planning P.O. Box 305026 Nashville, Tennessee 37230-5026 Attention: Ms. JoAnne C. Mathis with a copy to: Shearman & Sterling 153 East 53rd Street New York, New York 10022 Attention: Real Estate Group Notices 9150/10-BJW TENANT TENANT'S ADDRESS FOR NOTICES MagneTek, Inc. MagneTek, Inc. 26 Century Boulevard P.O. Box 290159 Nashville, Tennessee 37229-0159 Attention: Mr. David A. Reiland The land more particularly described on EXHIBIT "A" attached hereto.

LANDLORD'S ADDRESS FOR NOTICES

LAND

BUILDING

The building located on the Land and known as Willis Corroon Plaza, having the street address at 26 Century Boulevard, Nashville, Tennessee 37214, and all appurtenances to and improvements to the Building, including the Garage and all paved areas and driveways. Approximately 433,307 rentable square feet. The rentable area shown crosshatched on EXHIBIT "B" hereto located on the fifth and sixth floors of the North Plaza and the atrium bridge area of the Building (including conference rooms 5S001, 5S003, 5S004 and 5S006 on the fifth

BUILDING RENTABLE AREA PREMISES

BUILDING

The building located on the Land and known as Willis Corroon Plaza, having the street address at 26 Century Boulevard, Nashville, Tennessee 37214, and all appurtenances to and improvements to the Building, including the Garage and all paved areas and driveways. Approximately 433,307 rentable square feet. The rentable area shown crosshatched on EXHIBIT "B" hereto located on the fifth and sixth floors of the North Plaza and the atrium bridge area of the Building (including conference rooms 5S001, 5S003, 5S004 and 5S006 on the fifth floor bridge and conference rooms 6S001 and 6S004 on the sixth floor bridge). Approximately 60,321 rentable square feet. The period beginning on the Commencement Date and expiring on the Expiration Date. As defined in SECTION 2.02. September 1, 1995 August 31, 2005, unless sooner terminated in accordance with the terms and conditions of this Lease. $1,025,457.00 per annum (that is, $17.00 per rentable square foot per annum, or $85,454.75 per month), subject to escalation in accordance with SECTION 4.02. Operating Expenses paid or incurred for the calendar year 1996. Real Estate Taxes payable for the Tax Year commencing January 1, 1996 and ending December 31, 1996. 14%, determined as set forth in SECTION 5.01 hereof. Cushman & Wakefield of Georgia, Inc., representing Landlord.

BUILDING RENTABLE AREA PREMISES

PREMISES RENTABLE AREA TERM

COMMENCEMENT DATE RENT COMMENCEMENT DATE EXPIRATION DATE

BASE RENT

BASE OPERATING EXPENSES

BASE TAXES

TENANT'S SHARE

BROKER

1.02 OTHER DEFINITIONS. Set forth immediately preceding the table of contents to this Lease, is an index of certain defined terms used in this Lease. Such terms shall have the respective meanings specified in the sections of this Lease set forth after such terms; PROVIDED, HOWEVER, that the failure to list on said index any term used in this Lease shall not affect in any way the use of a defined term in this Lease. ARTICLE 2 -- PREMISES; TERM 2.01 DEMISE. Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, subject to the covenants and agreements contained in this Lease, the Premises. Landlord and Tenant agree that (a) the rentable area of the Premises equals the Premises Rentable Area and (b) the total rentable area of the Building equals the Building Rentable Area. Tenant shall have, as an appurtenance to the Premises, the nonexclusive right to use, and permit its 2

invitees to use, in common with others, the common areas of the Land and the Building (including access driveways and walkways, the Garage and the Building lobby), and if the portion of the Premises on any floor includes less than the entire floor, the common toilets, corridors and elevator lobby on such floor (collectively, the "COMMON AREAS"), but such rights shall always be subject to the rights of Landlord pursuant to SECTION

invitees to use, in common with others, the common areas of the Land and the Building (including access driveways and walkways, the Garage and the Building lobby), and if the portion of the Premises on any floor includes less than the entire floor, the common toilets, corridors and elevator lobby on such floor (collectively, the "COMMON AREAS"), but such rights shall always be subject to the rights of Landlord pursuant to SECTION 9.03 and to the Building Rules. 2.02 TERM. The term of this Lease (the "TERM") shall commence on July 1, 1995 (the "COMMENCEMENT DATE"), and subject to ARTICLE 26 hereof, shall end, unless sooner terminated as herein provided, on August 31, 2005 (the "EXPIRATION DATE"). 2.03 DELIVERY OF PREMISES. Tenant presently is in occupancy of the Premises and is familiar with the condition of every part thereof. Tenant agrees that, except as expressly provided herein, (a) it enters into this Lease without any representations, warranties or promises by Landlord, its agents, representatives, employees. servants or any other person in respect of the Building or the Premises, (b) no rights. easements or licenses are acquired by Tenant by implication or otherwise and (c) Tenant will accept the Premises on the Commencement Date "AS IS" in the condition existing on such date, and such acceptance by Tenant shall be deemed to be a representation by Tenant that the Premises are in the condition agreed to by Landlord and Tenant for commencement of the Term hereof. Landlord shall have no obligation to do any work in order to make the Premises suitable and ready for occupancy and use by Tenant, such work (if any) to be performed by Tenant subject to compliance with the terms and conditions of this Lease. ARTICLE 3 -- USE 3.01 USE. The Premises shall be used and occupied by Tenant (and its permitted assignees and subtenants) solely as general, administrative and executive offices (including such ancillary uses in connection therewith as shall be reasonably required and as are consistent with other first-class office buildings located in Nashville, Tennessee ("FIRST-CLASS OFFICE BUILDINGS")) and for no other purpose (including in such prohibition the purposes prohibited under the Building Rules). The Premises shall not be used for any purpose which is inconsistent with the first-class character of the Building, creates excessive elevator use, exceeds the floor loads for which the Building was designed, materially impairs or interferes with any of the Building operations or the proper and economic operation of the Building Systems or the proper and economic cleaning or other servicing of the Building (other than to a de minimis extent), interferes with the use of the other areas of the Building by any other tenants or occupants, or impairs the appearance of the Building. 3.02 PERMITS. Tenant shall, at its sole cost and expense, obtain and maintain all governmental licenses or permits required for the proper and lawful conduct of any permitted Alterations and for the conduct of Tenant's business in the Premises and shall submit the same to Landlord for inspection. Tenant shall at all times comply with the terms and conditions of each such license or permit. In no event shall Tenant's failure to procure or maintain such license or permit relieve Tenant from its obligations under this Lease. ARTICLE 4 -- RENT 4.01 GROSS RENT. The "GROSS RENT" shall consist of (a) Base Rent as defined and adjusted pursuant to SECTION 4.02 and (b) additional rent ("ADDITIONAL RENT") consisting of all other sums of money that shall become due from and payable by Tenant to Landlord hereunder. 4.02 BASE RENT. (a) As used herein, "BASE RENT" means the amount set forth in Section 1.01, as such amount shall be increased as of September 1, 1996 and on each anniversary 3

thereof during the term of this Lease (a "CPI ADJUSTMENT DATE"), by an amount equal to fifty percent (50%) of the product of (i) the Base Rent in effect on the CPI Adjustment Date (i.e., the Base Rent as previously adjusted pursuant to this SECTION 4.02) and (ii) a fraction (A) the numerator of which is the difference (but never less than zero) between the Index (as hereinafter defined) for the month immediately preceding the month in which the CPI Adjustment Date occurs and the Index for the month immediately preceding the month in which the Commencement Date occurs and (B) the denominator of which shall be the Index for the month immediately

thereof during the term of this Lease (a "CPI ADJUSTMENT DATE"), by an amount equal to fifty percent (50%) of the product of (i) the Base Rent in effect on the CPI Adjustment Date (i.e., the Base Rent as previously adjusted pursuant to this SECTION 4.02) and (ii) a fraction (A) the numerator of which is the difference (but never less than zero) between the Index (as hereinafter defined) for the month immediately preceding the month in which the CPI Adjustment Date occurs and the Index for the month immediately preceding the month in which the Commencement Date occurs and (B) the denominator of which shall be the Index for the month immediately preceding the month in which the Commencement Date occurs; PROVIDED, HOWEVER, that for purposes of determining Base Rent in any September through August period, Base Rent for the period commencing September 1, 1996 shall not exceed 102.5% of Base Rent for the previous 12 month period, and the maximum Base Rent for any subsequent September through August fiscal period shall not exceed 102.5% of the maximum Base Rent for the immediately preceding September through August fiscal period. Notwithstanding the foregoing, in no event shall the Base Rent (as previously adjusted pursuant to this SECTION 4.02) be decreased at any time based upon the operation of the foregoing adjustment provisions. For purposes of this Lease, "INDEX" shall mean the "All-Items" consumer price index for All Urban Consumers (CPI-U) in the Nashville, Tennessee metropolitan area, determined by the Bureau of Labor Statistics of the United States Department of Labor (1982-1984=100), or if such index is discontinued, the most comparable index (reflecting changes in costs of housing, energy and services) published by any other Federal, New York State or New York City governmental authority. (b) Tenant shall pay Base Rent in twelve (12) equal monthly installments in advance on the first day of each calendar month during the Term commencing on the Rent Commencement Date (appropriately prorated in the case of the first installment if the Rent Commencement Date is not the first day of the month) and on the first day of each calendar month thereafter. 4.03 MANNER OF PAYMENT. (a) Tenant shall pay the Base Rent and Additional Rent by unendorsed check, subject to collection, payable to Landlord at the address set forth in Section 1.01 as Landlord's Address for Notices, or at such other place as Landlord shall designate by notice to Tenant. At the request of Landlord, Tenant shall make all future payments of Base Rent and/or Additional Rent by wire transfer of immediately available federal funds to the account of Landlord at the office of the bank set forth in the request to Tenant. (b) Tenant covenants to pay all Gross Rent as the same shall become due and payable under this Lease at the times and in the manner provided herein without notice or demand and without set off, abatement, deduction or counterclaim, except as expressly provided in this Lease. Landlord shall have the same rights for default in the payment of Additional Rent as for default in the payment of Base Rent hereunder. If Tenant shall fail to pay any installment of Base Rent or Additional Rent for five (5) Business Days after the date such amounts are due, (i) Tenant shall pay interest thereon from the date when such amount became due and payable to the date of Landlord's receipt thereof at a rate per annum (the "STIPULATED RATE") equal to the lesser of (A) two percentage points (2%) above the rate from time to time announced by Citibank, N.A. as its "base rate" to be in effect at its principal office in New York, New York or (B) the maximum rate permitted by applicable law; provided that if Tenant shall fail to pay any installment of Base Rent or Additional Rent when due two (2) times during any period of twelve (12) consecutive months during the Term, then, thereafter, if Tenant shall fail to pay any installment of Base Rent or Additional Rent when due, Tenant shall pay interest thereon from the date when such Base Rent or Additional Rent became due and payable to the date of Landlord's receipt thereof at the Stipulated Rate; and (ii) Tenant shall pay to Landlord a late charge equal to six percent (6%) of the amount that is then overdue to compensate Landlord for the administrative expenses incurred. 4

(c) No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Base Rent or Additional Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or to pursue any other remedy in this Lease or at law provided. 4.04 OCCUPANCY TAX. Tenant shall pay to Landlord upon demand any occupancy tax or tax in lieu thereof related to Tenant's occupancy of the Premises if the same shall become payable by Landlord in the first instance or is at any time required to be paid by Landlord.

(c) No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Base Rent or Additional Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or to pursue any other remedy in this Lease or at law provided. 4.04 OCCUPANCY TAX. Tenant shall pay to Landlord upon demand any occupancy tax or tax in lieu thereof related to Tenant's occupancy of the Premises if the same shall become payable by Landlord in the first instance or is at any time required to be paid by Landlord. ARTICLE 5 -- ESCALATIONS 5.01 DEFINITIONS. As used in this Lease: (a) "LANDLORD'S STATEMENT" means a statement furnished by Landlord to Tenant containing a computation of any Additional Rent due pursuant to the provisions of this Article. (b) "CERTAIN EXPENSES" means, without duplication, all costs and expenses (and taxes thereon, if any) paid or incurred by or on behalf of Landlord with respect to the ownership, operation, cleaning, repair, safety, management, administration, security and maintenance of the Land and the Building or with respect to the provision of services to tenants (all of the foregoing. collectively, being "BUILDING SERVICES"), including and excluding the items described on EXHIBIT "E" hereto. If during all or part of any calendar year, Landlord shall not incur any particular Operating Expense or furnish any particular item of Building Services (the cost of which would otherwise constitute an Operating Expense) due to the fact that (i) any portion of the Building is not occupied or leased, (ii) an item of Building Services is not required or desired by the tenant of any portion of the Building, (iii) any tenant of the Building is itself obtaining and providing a particular item of Building Services or is itself incurring the expense that would constitute an Operating Expense, or (iv) for any similar reason, then, for the purposes of computing Operating Expenses, the cost of Operating Expenses for such period shall be deemed to be increased by an amount equal to the additional costs and expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such items of Building Services or incurred such Operating Expenses and the Building had been 100% leased and occupied. (c) "REAL ESTATE TAXES" means all real estate, ad valorem and personal properly taxes, assessments (special or otherwise), sewer and water rents, rates and charges, transit taxes or fees, county taxes and any other governmental levies, impositions or charges of any nature, whether general, special, ordinary, extraordinary, foreseen or unforeseen, which may, be or become payable by Landlord with respect to, or be assessed, levied or imposed upon, all or any part of the Building (excluding all personal property of tenants). If due to a future change in the method of taxation any franchise, income (other than an income tax which is applicable to other parties in addition to owners of real property), gross receipts, profit or other tax shall be levied against Landlord in substitution in whole or in part for, or in lieu of, or in lieu of an increase in, or in addition to (but only to the extent the same are levied only against owners of interests in real property), any tax which would otherwise constitute a Real Estate Tax, or a tax or excise shall be imposed upon or measured by rents, such franchise, income, profit or other tax, or tax or excise imposed upon or measured by rents, shall be deemed to be a Real Estate Tax for the purposes hereof. If any assessment is due and payable over time, Landlord shall elect to pay the same in installments over the longest period permitted by law without incurring a penalty, 5

and each such installment and the interest thereon, if applicable, shall be deemed to be a Real Estate Tax for the purposes hereof. (d) "TAX YEAR" means each period of twelve (12) months commencing on January 1st of each year, or such other period of twelve (12) months as hereafter may be adopted as the fiscal year for real estate tax purposes in the County of Davidson, Tennessee, that includes any part of the Term, with appropriate adjustment in the event of any change in such fiscal year. (e) "TENANT'S SHARE" means, for any period, and for purposes of Section 1.01 has been calculated based

and each such installment and the interest thereon, if applicable, shall be deemed to be a Real Estate Tax for the purposes hereof. (d) "TAX YEAR" means each period of twelve (12) months commencing on January 1st of each year, or such other period of twelve (12) months as hereafter may be adopted as the fiscal year for real estate tax purposes in the County of Davidson, Tennessee, that includes any part of the Term, with appropriate adjustment in the event of any change in such fiscal year. (e) "TENANT'S SHARE" means, for any period, and for purposes of Section 1.01 has been calculated based upon, a fraction whose numerator is the number of square feet of rentable area in the Premises and whose denominator is the number of square feet of rentable area of the Building. 5.02 TENANT'S OPERATING PAYMENT. (a) If the Operating Expenses for any calendar year during the Term shall exceed Base Operating Expenses, Tenant shall pay as Additional Rent a sum ("TENANT'S OPERATING PAYMENT") equal to Tenant's Share of such excess; PROVIDED, HOWEVER, that for purposes of determining Operating Expenses in any year and Tenant's Operating Payment as a result thereof, the Operating Expenses for the 1997 calendar year shall not exceed 105% of Base Operating Expenses, and the maximum Operating Expenses for any subsequent calendar year shall not exceed 105% of the maximum Operating Expenses for the immediately preceding year. If the Commencement Date or Expiration Date shall occur on a date other than January 1 or December 31, respectively, Tenant's Operating Payment shall be appropriately prorated for such years. (b) Prior to the beginning of each calendar year during the Term (other than for the calendar year 1996). Landlord shall present to Tenant an estimate in reasonable detail of (i) Operating Expenses for such calendar year and (ii) Tenant's Operating Payment for such calendar year ("TENANT'S ESTIMATED OPERATING PAYMENT"), which estimate shall be based on actual expenses for the prior calendar year and reasonably anticipated changes therein for the current calendar year. Tenant shall pay Tenant's Estimated Operating Payment for each calendar year in twelve (12) equal monthly installments in advance commencing on January 1. 1997 and on the first day of each calendar month thereafter. Tenant's Estimated Operating Payment for any calendar year, and Tenant's monthly installments may be adjusted from time to time during such calendar year, by notice from Landlord to Tenant. Within fifteen (15) Business Days after Tenant's Estimated Operating is adjusted, Tenant shall pay to Landlord an amount equal to the product of (A) the increase in the monthly installment of Tenant's Estimated Operating Payment and (B) the number of months that have elapsed in such calendar year prior to the adjustment of Tenant's Estimated Operating Payment. In the event that Tenant's Estimated Operating Payment with respect to any calendar year during the Term shall not have been established in accordance with this SUBSECTION (B) prior to the beginning of the applicable calendar year, then Tenant's Estimated Operating Payment for such year shall be deemed to be equal to the most recent Tenant's Estimated Operating Payment for the immediately preceding calendar year. Until such time as Landlord shall have delivered to Tenant Landlord's Statement for calendar year 1996, Tenant's Estimated Operating Payment for calendar year 1997 shall be based upon Landlord's reasonable estimate of (i) Operating Expenses for calendar year 1996 and (ii) Operating Expenses for calendar year 1997. After delivery of Landlord's Statement, Tenant's Estimated Operating Payment shall be adjusted to reflect actual expenses for calendar year 1996. If Tenant's Estimated Operating Payment prior to the adjustment thereof to reflect actual expenses for calendar year 1996 exceeds Tenant's Estimated Operating Payment, as so adjusted. Landlord shall credit such excess against the next due installment(s) of Base Rent and Additional Rent. If Tenant's Estimated Operating Payment prior to the adjustment thereof to reflect actual expenses for calendar year 1996 is less than Tenant's Estimated Operating Payment, as so adjusted. 6

Tenant shall pay to Landlord, within fifteen (15) Business Days of demand therefor, an amount equal to such difference. (c) As soon as reasonably practicable after the end of each calendar year during any part of the Term, Landlord shall deliver to Tenant a Landlord's Statement showing the Operating Expenses for such calendar year, computed on an accrual basis and comparing Tenant's Estimated Operating Payment with Tenant's Operating Payment. If Tenant's Estimated Operating Payment exceeds Tenant's Operating Payment for such calendar year, Landlord shall credit the amount of such excess against the installment(s) of Base Rent and Additional Rent next due or, if

Tenant shall pay to Landlord, within fifteen (15) Business Days of demand therefor, an amount equal to such difference. (c) As soon as reasonably practicable after the end of each calendar year during any part of the Term, Landlord shall deliver to Tenant a Landlord's Statement showing the Operating Expenses for such calendar year, computed on an accrual basis and comparing Tenant's Estimated Operating Payment with Tenant's Operating Payment. If Tenant's Estimated Operating Payment exceeds Tenant's Operating Payment for such calendar year, Landlord shall credit the amount of such excess against the installment(s) of Base Rent and Additional Rent next due or, if neither Base Rent nor Additional Rent is to thereafter become due, Landlord shall pay Tenant within fifteen (15) Business Days after the rendering of such statement the amount of such excess. If Tenant's Operating Payment exceeds Tenant's Estimated Operating Payment for such calendar year, Tenant shall pay to Landlord, within fifteen (15) Business Days of receipt of the statement, an amount equal to such difference. 5.03 TENANT'S TAX PAYMENT. (a) If Real Estate Taxes payable during any Tax Year shall exceed Base Taxes, Tenant shall pay as Additional Rent for such Tax Year a sum ("TENANT'S TAX PAYMENT") equal to Tenant's Share of such excess. If the Commencement Date or the Expiration Date shall occur on a date other than January 1 or December 31, respectively, Tenant's Tax Payment shall be appropriately prorated. (b) When Real Estate Taxes payable during a Tax Year have been determined, Landlord shall deliver to Tenant a Landlord's Statement, accompanied by copies of the relevant tax bills, setting forth Tenant's Tax Payment for such Tax Year and the dates on which Landlord is obligated under law to pay the Real Estate Taxes in respect of such Tax Year (the "PAYMENT DATES"), with the percentage of the Real Estate Taxes payable on each Payment Date. Subject to the next succeeding sentence, Tenant shall pay to Landlord fifteen (15) days before each Payment Date the same percentage of Tenant's Tax Payment payable in such Tax Year as the percentage of Real Estate Taxes for such Tax Year payable by Landlord on such Payment Date. In no event shall Tenant be obligated to make any payment of Tenant's Tax Payment sooner than ten (10) days after receipt by Tenant of the relevant Landlord's Statement. (c) If there shall be any increase or decrease in or refund of Real Estate Taxes paid or payable during any Tax Year, whether during or after such Tax Year, Landlord shall furnish to Tenant a revised Landlord's Statement for such Tax Year, and Tenant's Tax Payment for such Tax Year shall be adjusted. The amount of any overpayment by Tenant reflected in such Landlord's Statement shall be credited against succeeding installments of Base Rent and Additional Rent next due or, if neither Base Rent nor Additional Rent is to thereafter become due, Landlord shall pay Tenant within fifteen (15) Business Days after the rendering of such statement the amount of such overpayment. The amount of any underpayment reflected in such Landlord's Statement shall be paid by Tenant within thirty (30) days after receipt of such Landlord's Statement. (d) For purposes of this Lease, the amount of any decrease in or refund of Real Estate Taxes paid or payable during any Tax Year shall be reduced by the sum (without duplication of such amount having previously been billed and paid for by Tenant) of (i) all costs and expenses, including counsel fees, incurred by Landlord in connection with such decrease (including, without limitation, costs and expenses related to any application or proceeding brought by or on behalf of Landlord) and (ii) all such costs and expenses incurred by Landlord in connection with efforts to reduce Real Estate Taxes for any other Tax Years (whether or not any reduction was actually obtained) not theretofore recovered through tax refunds for such other Tax Years or otherwise. Nothing herein contained shall obligate Landlord to bring any application or proceeding seeking a reduction in Real Estate Taxes or assessed valuation. Tenant, for itself and 7

its immediate and remote subtenants and successors in interest hereunder, hereby waives, to the fullest extent permitted by applicable law, any right Tenant may now or in the future have to protest or contest any Real Estate Taxes or to bring any application or proceeding seeking a reduction in Real Estate Taxes or assessed valuation or otherwise challenging the determination thereof; PROVIDED, HOWEVER, that if Tenant, together with every other tenant in the Building that is leasing at least 20,000 rentable square feet of space in the Building shall submit a request (the "TAX PROTEST REQUEST") to Landlord to protest or contest any Real Estate Taxes, which Tax Protest Request shall provide that the tenants making the Tax Protest Request have agreed to pay all costs

its immediate and remote subtenants and successors in interest hereunder, hereby waives, to the fullest extent permitted by applicable law, any right Tenant may now or in the future have to protest or contest any Real Estate Taxes or to bring any application or proceeding seeking a reduction in Real Estate Taxes or assessed valuation or otherwise challenging the determination thereof; PROVIDED, HOWEVER, that if Tenant, together with every other tenant in the Building that is leasing at least 20,000 rentable square feet of space in the Building shall submit a request (the "TAX PROTEST REQUEST") to Landlord to protest or contest any Real Estate Taxes, which Tax Protest Request shall provide that the tenants making the Tax Protest Request have agreed to pay all costs and expenses of a nature described in clause (i) above in connection with such protest or contest then, provided that (A) such Tax Protest Request is submitted no later than thirty (30) days after the date of delivery of the applicable Landlord's Statement described in SECTION 5.03(B) above and in any event prior to the date that is fifteen (15) days prior to the last date that such protest or contest may be filed, and (B) Landlord shall not state in writing, within fifteen (15) days after receipt of the Tax Protest Request, that Landlord refuses to engage in such protest or contest for valid business reasons, Landlord shall protest or contest the applicable Real Estate Taxes, and Tenant shall pay to Landlord the costs and expenses described in CLAUSE (I) above in connection with such protest or contest within fifteen (15) Business Days after demand by Landlord (with the right of reimbursement against the other tenants that signed the Tax Protest Request to the extent set forth in said Tax Protest Request) and Tenant shall be bound by the results of such protest or contest. 5.04 RECORDS. Landlord shall maintain in an orderly manner all of its records pertaining to Tenant's Operating Payment and Tenant's Tax Payment for a period of three (3) years after the completion of each calendar year, or Tax Year, as the case may be. Upon reasonable prior written request from Tenant, such records shall be available to Tenant or its representatives for purposes of review during Landlord's regular business hours at the offices of Landlord. In connection with any examination by Tenant of Landlord's records. Tenant agrees to treat, and to instruct its employees, accountants and agents to treat, all information as confidential and not disclose it to any other person and to confirm and, if requested, cause its employees, accountants and agents to confirm such agreement in a separate written agreement if requested by Landlord. 5.05 LANDLORD'S STATEMENTS. Landlord's failure to render a Landlord's Statement as provided in this ARTICLE 5 shall not prejudice Landlord's right to thereafter render such a statement with respect to such calendar year or Tax Year or any calendar year or Tax Year thereafter. Each Landlord's Statement so delivered shall be conclusive and binding upon Tenant unless Tenant notifies Landlord within ninety (90) days after receipt thereof that it disputes the correctness of such Landlord's Statement. specifying to the extent then practical the particular respects in which the same is claimed to be incorrect. Notwithstanding any such dispute, Tenant shall pay Additional Rent in accordance with such Landlord's Statement, without prejudice to Tenant's position. 5.06 SURVIVAL. The obligations of Landlord and Tenant under this ARTICLE 5 shall survive the expiration or sooner termination of this Lease. ARTICLE 6 -- TENANT ELECTRICITY 6.01 TENANT ELECTRICITY. (a) Subject to the provisions of this Article, Landlord shall furnish to Tenant electric energy on a "rent inclusion" basis through feeders, risers, wiring and other electrical facilities presently installed in the Building for Tenant's reasonable use of normal office equipment such as typewriters, lamps, personal computers and other low energy-consuming office machines and equipment ("ORDINARY EQUIPMENT"); provided that the amount of 8

electrical energy being furnished on a "rent inclusion" basis shall not exceed the Electric Allowance (as defined below). (b) Landlord may install a submeter or submeters in the Premises to monitor separately Tenant's connected load for electric energy in the Premises. Landlord may, in the alternative, at Landlord's option, from time to time cause an electrical engineer or utility consultant selected by Landlord to make a survey of the electric lighting and power load to determine the connected load in the Premises. Such determinations shall take into account, among other things, any special electrical requirements of Tenant and use by Tenant of electrical energy at times other than during ordinary business hours (as hereinafter defined). The findings of the engineer or consultant shall be binding

electrical energy being furnished on a "rent inclusion" basis shall not exceed the Electric Allowance (as defined below). (b) Landlord may install a submeter or submeters in the Premises to monitor separately Tenant's connected load for electric energy in the Premises. Landlord may, in the alternative, at Landlord's option, from time to time cause an electrical engineer or utility consultant selected by Landlord to make a survey of the electric lighting and power load to determine the connected load in the Premises. Such determinations shall take into account, among other things, any special electrical requirements of Tenant and use by Tenant of electrical energy at times other than during ordinary business hours (as hereinafter defined). The findings of the engineer or consultant shall be binding upon the parties, subject to adjustment as provided in SECTION 6.01(C) below. (c) In the event Tenant shall dispute any findings under this Article of the engineer or consultant designated by Landlord, Tenant may, within thirty (30) days of receiving notice of such findings, designate by notice to Landlord an independent electrical engineer or utility consultant to make, at Tenant's sole cost and expense, another determination of the connected load. If the electrical engineer or utility consultant selected by Tenant shall determine that such connected load is less than as determined by Landlord's engineer or consultant and the two are unable to adjust such difference within twenty (20) days after the determination made by Tenant's engineer or consultant is delivered to Landlord, Landlord and Tenant shall meet to resolve such dispute. Pending a final determination pursuant to such arbitration, however, Tenant shall pay to Landlord for any Excess Kilowatt Hours (as defined below) based on the determination of Landlord's engineer or consultants; and, if it is determined that Tenant has overpaid, Landlord shall reimburse Tenant for any overpayment at the conclusion of such arbitration. In any such arbitration, the arbitrator to be appointed shall be an electrical engineer having at least five (5) years experience in similar matters in Nashville, Tennessee. If Tenant shall not dispute the findings as provided in this SECTION 6.01, the determination by Landlord's engineer or consultants shall be deemed final and conclusive. (d) The cost of the installation of submeter(s) or the making of the survey shall be borne by Landlord, unless it is determined that there are Excess Kilowatt Hours at the Premises, in which event Tenant shall pay the reasonable cost thereof within fifteen (15) Business Days after demand by Landlord. (e) After installation of submeter(s) or the making of such survey as set forth in this SECTION 6.01, Tenant shall pay Landlord for the cost of the Excess Kilowatt Hours, if any, in the Premises during each calendar month. The cost of the Excess Kilowatt Hours shall be computed by multiplying the Excess Kilowatt Hours in the Premises during such calendar month by the average cost per kilowatt hour for all electricity purchased by Landlord for use within the Building during such period. Landlord shall furnish bills once a month to Tenant in respect of the Excess Kilowatt Hours, if any, in the Premises. Such bills shall set forth Landlord's average cost per kilowatt hour for the calendar month to which such bill relates and the number of Excess Kilowatt Hours during said calendar month and shall be payable to Landlord as Additional Rent within fifteen (15) Business Days of receipt by Tenant thereof. There shall be no separate charge to Tenant for connected load in the Premises of electrical energy up to the Allotted Kilowatt Hours (as defined below) in each calendar month, and such allowance shall be referred to as the "ELECTRICAL ALLOWANCE". "ALLOTTED KILOWATT HOURS" for the Premises demised by this Lease for any calendar month shall mean a number of kilowatt hours necessary to operate for Ordinary Equipment during ordinary business hours (i.e., 45 hours per week) with Landlord providing an average connected load of 4-1/2 watts of electricity for all purposes per Rentable Square Foot; and "EXCESS KILOWATT HOURS" for the Premises for any calendar month shall mean the excess of 9

the total number of kilowatt hours of electric power in the Premises during such calendar month over the Allotted Kilowatt Hours for the Premises for such calendar month. (f) Tenant's use of electrical energy shall never exceed the capacity of the then existing feeders to the Building or the risers or wiring installations therein as properly allocable to the Premises based on rentable square foot area of the Premises and at no time shall Tenant's electrical demand load in the Premises exceed that for which the Premises have been designed. Without the prior consent of Landlord, Tenant shall not perform or permit any Alteration (as defined in SECTION 8.01) to wiring installations or other electrical facilities in or serving the Premises or make any additions to the electrical fixtures, business machines or electrical office equipment or appliances in the Premises (other than Ordinary Equipment). Upon Landlord's consent to expand the electrical

the total number of kilowatt hours of electric power in the Premises during such calendar month over the Allotted Kilowatt Hours for the Premises for such calendar month. (f) Tenant's use of electrical energy shall never exceed the capacity of the then existing feeders to the Building or the risers or wiring installations therein as properly allocable to the Premises based on rentable square foot area of the Premises and at no time shall Tenant's electrical demand load in the Premises exceed that for which the Premises have been designed. Without the prior consent of Landlord, Tenant shall not perform or permit any Alteration (as defined in SECTION 8.01) to wiring installations or other electrical facilities in or serving the Premises or make any additions to the electrical fixtures, business machines or electrical office equipment or appliances in the Premises (other than Ordinary Equipment). Upon Landlord's consent to expand the electrical capacity of the Premises, which consent shall not be unreasonably withheld if, in Landlord's judgment, the same will not (i) create a hazardous condition, (ii) entail excessive repairs or expense to Landlord, (iii) interfere with or disturb other tenants other than to a DE MINIMIS extent, (iv) preclude other tenants from proportionately expanding their electrical capacity or (v) violate any Legal Requirement or the provisions of any insurance policy with respect to the Premises or the Building, Landlord shall provide and install additional risers required to supply Tenant's electrical requirements and all other equipment necessary in connection therewith and the cost thereof shall be paid by Tenant within fifteen (15) Business Days after being billed therefor. Landlord may require Tenant to furnish to Landlord such security as Landlord shall reasonably deem necessary to assure payment for any such work prior to Landlord commencing the same. (g) Landlord shall have no liability to Tenant for any loss, damage or expense sustained or incurred by reason of any change, failure, inadequacy, unsuitability or defect in the supply or character of the electrical energy furnished to the Premises or if the quantity or character of the electrical energy is no longer available or suitable for Tenant's requirements, except for any actual damage suffered by Tenant by reason of any such failure, inadequacy or defect caused by the gross negligence or willful misconduct of Landlord or Landlord's agents, and then only after actual notice of such failure, inadequacy or defect. In such event, Tenant, and those claiming by or through Tenant, waive, to the fullest extent permitted by applicable law, any consequential damages resulting therefrom. Tenant shall be responsible for any repair, maintenance or replacement of any electrical panel board and all wires and wiring located within and serving the Premises, all at Tenant's expense; PROVIDED, that Landlord shall perform any repairs to such panelboard or wiring to the extent same may, in Landlord's reasonable judgment, impact upon Building electrical systems. Tenant shall pay Landlord's reasonable charges for such repairs within fifteen (15) Business Days after demand by Landlord. 6.02 TERMINATION OF SERVICE. (a) Landlord reserves the right to terminate the furnishing of electrical energy at any time, upon thirty (30) days' prior notice to Tenant; PROVIDED, HOWEVER, that (i) such termination date shall be extended, to the extent not prohibited by the public utility or other supplier of the same, for such period of time as shall reasonably be necessary for Tenant to make arrangements for and obtain electric service directly from the public utility company serving the Building, and (ii) Landlord shall not terminate the furnishing of electrical energy to Tenant unless Landlord terminates the furnishing of electrical energy to all other tenants in the Building (excluding Willis Corroon Corporation of Tennessee and its affiliates). If Landlord shall discontinue furnishing electrical energy, (A) Tenant shall arrange to obtain same directly from the public utility company furnishing electrical energy to the Building, (B) Landlord shall permit the existing feeders, risers, wiring and other electrical facilities serving the Premises to be used by Tenant, to the extent available, suitable and safe, (C) from and after the effective date of such discontinuance. Landlord shall not be obligated to furnish electrical energy to Tenant, (D) this Lease shall otherwise remain in full force and effect and such discontinuance shall be without liability of Landlord to Tenant therefor and (E) if Landlord shall 10

discontinue furnishing electrical energy as a result of any (1) requirement by the public utility or other entity supplying the same, (2) Legal Requirement or (3) Insurance Requirement. Landlord shall, at Tenant's expense, install and maintain at locations in the Building selected by Landlord any necessary electrical metering equipment, panel boards, feeders, risers, wiring and other conductors and equipment to enable Tenant to obtain electrical energy directly from the public utility supplying the same. (b) Landlord reserves the right to elect that electricity be furnished (i) by Landlord on a submetering basis or (ii) by the public utility on a direct metering basis. In the event that Landlord elects CLAUSE

discontinue furnishing electrical energy as a result of any (1) requirement by the public utility or other entity supplying the same, (2) Legal Requirement or (3) Insurance Requirement. Landlord shall, at Tenant's expense, install and maintain at locations in the Building selected by Landlord any necessary electrical metering equipment, panel boards, feeders, risers, wiring and other conductors and equipment to enable Tenant to obtain electrical energy directly from the public utility supplying the same. (b) Landlord reserves the right to elect that electricity be furnished (i) by Landlord on a submetering basis or (ii) by the public utility on a direct metering basis. In the event that Landlord elects CLAUSE (I), then Landlord shall, at Landlord's expense, install and maintain at locations in the Building selected by Landlord any necessary electrical metering equipment, panel boards, feeders, risers, wiring and other conductors and equipment to enable Tenant to measure Tenant's connected load for electrical energy. In the event that Landlord elects CLAUSE (II), then the provisions of SECTION 6.02(A) shall apply except that, so long as Landlord shall not be required to make such election by any entity or requirement described in SECTION 6.02 (A)(E)(1), (2) OR (3), Landlord shall have the obligation under SECTION 6.02(A)(E) to make the installation and perform the maintenance of the matters and items described therein, at Landlord's expense without inclusion of such expense in Operating Expenses. (c) In the event Landlord elects to terminate the furnishing of electrical energy in accordance with this Section 6.02, the annual Base Rent shall be reduced by the annual value of the Electrical Allowance and there shall be excluded from Base Operating Expenses and Operating Expenses the cost of electricity furnished to tenants (including Tenant) as reasonably determined by Landlord. 6.03 ELECTRIC FIXTURES. Landlord or its designee shall furnish and install all replacement lighting, tubes, lamps, starters, bulbs and ballasts required in the Premises and Tenant shall pay to Landlord or its designee within thirty (30) days after demand therefor the then established reasonable charges therefor. ARTICLE 7 -- LANDLORD COVENANTS 7.01 STANDARD OF OPERATION, LANDLORD SERVICES. Landlord shall operate and maintain the Building in a manner consistent with the standards of other First-Class Office Buildings, and, subject to curtailment as required by Legal Requirements, shall furnish to Tenant commencing on the date Tenant occupies the Premises for the conduct of its business with the following services ("LANDLORD SERVICES"): (a) reasonably adequate supplies of (i) cold domestic water and (ii) hot water to the core lavatories on the floors on which the Premises are located, in either case, for ordinary lavatory, cleaning and drinking use; (b) heat, ventilation and air conditioning on Business Days (as defined in SECTION 25.09) during Business Hours (as defined in SECTION 25.09) as may be required for comfortable occupancy of the Premises in accordance with the specifications set forth in EXHIBIT "D" attached hereto; and upon written request by Tenant received by Landlord prior to 12:00 noon on the Business Day for which such service is requested (or if such service is requested for a day other than a Business Day then prior to 3:00 P.M. on the Business Day immediately preceding the day for which such service is requested), Landlord shall furnish air conditioning and heating at times other than the times specified above, in which event Tenant shall pay to Landlord Landlord's then established reasonable charge for furnishing such over-time services within fifteen (15) Business Days after demand therefor; 11

(c) cleaning service for the Premises (except any portion thereof used for preparing and dispensing of food or beverages (other than pantries), including, without limitation, flues and related equipment, or as computer areas) in accordance with the specifications previously delivered to Tenant or such commercially reasonable cleaning specifications as Landlord may adopt for general application to tenants of the Building; (d) (i) nonexclusive passenger elevator service to the Premises on a 24-hour, 365/366-day year basis, (ii) freight elevator service to the Premises and access to the Building's loading dock(s), in each case on a reservation basis upon at least 48 hours prior notice, subject to availability, PROVIDED, HOWEVER, that (A) use during Business Hours shall be subject to cancellation based upon Landlord's needs for the maintenance, use, operation

(c) cleaning service for the Premises (except any portion thereof used for preparing and dispensing of food or beverages (other than pantries), including, without limitation, flues and related equipment, or as computer areas) in accordance with the specifications previously delivered to Tenant or such commercially reasonable cleaning specifications as Landlord may adopt for general application to tenants of the Building; (d) (i) nonexclusive passenger elevator service to the Premises on a 24-hour, 365/366-day year basis, (ii) freight elevator service to the Premises and access to the Building's loading dock(s), in each case on a reservation basis upon at least 48 hours prior notice, subject to availability, PROVIDED, HOWEVER, that (A) use during Business Hours shall be subject to cancellation based upon Landlord's needs for the maintenance, use, operation or repair of the Building, and (B) Tenant shall pay to Landlord then established reasonable charge (based upon Landlord's actual out-of-pocket cost therefor) for supplying such freight elevator and loading dock service within fifteen (15) Business Days after demand therefor; and (e) in the event that Landlord shall provide a Building directory in the lobby of the building, Landlord shall provide to Tenant listings proportionate to the size of the Premises. 7.02 CONFERENCE CENTER, AUDITORIUM AND CAFETERIA. (a) Subject to Section 7.02(b) hereof, Tenant shall have non-exclusive use of: (i) the Conference Center located on the colonnade level of the Building (the "CONFERENCE CENTER") and the Auditorium located on the level below the colonnade level of the Building (the "Auditorium", the Conference Center and the Auditorium, each a "FACILITY"); PROVIDED, HOWEVER, that (A) Tenant's use and access to each Facility shall be subject to the Building Rules (including PART III of EXHIBIT "C" hereto), and (B) Tenant shall pay to Landlord within fifteen (15) Business Days after Landlord's demand therefor Landlord's then established charge for the use of such Facility (which charge Landlord agrees shall be the amount Landlord charges to clients of Landlord for such use); and (ii) a food service facility, which presently is a cafeteria located on the colonnade level of the Building, but in the future may be a larger or smaller facility, the scope, size and service to be determined solely in the judgment and discretion of Landlord so long as the same does not merely consist of vending machines (the "FOOD FACILITY"); PROVIDED, HOWEVER, that (A) Tenant and Tenant's employees shall be charged the then current prices for food and beverages in the Food Facility, which prices shall not exceed the prices charged to other patrons of the Food Facility (including Landlord and Landlord's employees) and (B) Tenant shall pay to Landlord Tenant's Share of Landlord's net operating losses ("NET OPERATING LOSSES") for the operation of the Food Facility provided that Tenant's Share of Net Operating Losses shall not exceed $5,000 per year (as the same may be adjusted by changes in the Index (as defined and in the manner described in SECTION 4.02 hereof)). Contemporaneously with Landlord's delivery of Landlord's Statement pursuant to SECTION 5.02(C) hereof, Landlord shall deliver to Tenant a reasonably detailed statement of Landlord's Net Operating Losses for the previous calendar year and Tenant shall pay to Landlord Tenant's Share of the Net Operating Losses (subject to the cap described above) within fifteen (15) Business Days of receipt thereof. (b) Notwithstanding anything to the contrary set forth in SECTION 7.02(A) hereof, (i) Landlord shall have the right to terminate Tenant's rights under SECTION 7.02(A) with respect to any or both Facilities (it being agreed that this SECTION 7.02(B)(I) 12

shall not apply to the Food Facility but SECTION 7.02(B)(II) shall apply to the Food Facility) at any time, in its sole judgment and discretion, and (ii) in the event of a sale or transfer by WCCT of the Land or the Building or of its interest as Landlord under this Lease, and in connection therewith WCCT (or its affiliate or any other person) (any of the foregoing being a "FOOD FACILITY PROVIDER") shall retain a leasehold interest in all or any portion of the Building, including the Food Facility, then at the election of the new Landlord and provided that the Food Facility Provider shall agree to make available a Food Facility upon the same terms as set forth in SECTION 7.02(A)(II) hereof, Landlord's obligation under SECTION 7.02(A)(II) shall be terminated and Tenant, at the request of Landlord, shall execute an agreement confirming such termination. 7.03 ACCESS. Subject to the terms and conditions of this Lease and to security measures with withheld by

shall not apply to the Food Facility but SECTION 7.02(B)(II) shall apply to the Food Facility) at any time, in its sole judgment and discretion, and (ii) in the event of a sale or transfer by WCCT of the Land or the Building or of its interest as Landlord under this Lease, and in connection therewith WCCT (or its affiliate or any other person) (any of the foregoing being a "FOOD FACILITY PROVIDER") shall retain a leasehold interest in all or any portion of the Building, including the Food Facility, then at the election of the new Landlord and provided that the Food Facility Provider shall agree to make available a Food Facility upon the same terms as set forth in SECTION 7.02(A)(II) hereof, Landlord's obligation under SECTION 7.02(A)(II) shall be terminated and Tenant, at the request of Landlord, shall execute an agreement confirming such termination. 7.03 ACCESS. Subject to the terms and conditions of this Lease and to security measures with withheld by Landlord on a Building-wide base, Landlord shall provide Tenant with reasonable access to the Premises on a 24-hour, 365/366-day year basis. 7.04 CLEANING. (a) Landlord's cleaning contractor and its employees shall have access to the Premises, and the use of Tenant's light, power and water therein, at all times, except that such access shall not be made in a manner which would unreasonably interfere with the operation of Tenant's business. (b) Landlord shall have the right to cause any area in the Premises used for the storage, preparation, service or consumption of food or beverages (including pantries to be exterminated for vermin by a reputable extermination contractor selected by Landlord with such frequency as shall be reasonably satisfactory to Landlord and Tenant shall pay the cost thereof (which cost shall be commercially reasonable) to Landlord within fifteen (15) Business Days after demand. Tenant shall pay to Landlord within fifteen (15) Business Days after demand Landlord's then reasonably established charges for (i) cleaning work in the Premises or the Building required because of (A) misuse or neglect or use of portions of the Premises for special purposes requiring greater or more difficult cleaning work than office areas, or (B) increases in frequency or scope in any of the items of cleaning service requested by Tenant; and (ii) cleaning work in the Premises or the Building occasioned by after hours use of the Premises on other than an occasional basis. 7.05 SERVICE INTERRUPTION. Subject to SECTION 18.01(B) hereof, Landlord shall not be liable for damages to either person or property nor shall Landlord be deemed to have evicted Tenant nor shall there be any abatement of Gross Rent nor shall Tenant be relieved from performance of any covenant on its part to be performed hereunder by reason of (a) failure by Landlord to furnish Landlord Services, (b) breakdown of equipment or machinery utilized in supplying any Landlord Services or (c) cessation of any Building Service due to causes or circumstances beyond the boundaries of the Land. Landlord shall use reasonable diligence to make such repairs as may be required to machinery or equipment within the Building to provide restoration of any Building Service and, where the cessation or interruption of such Building Service has occurred due to circumstances or conditions beyond the Land boundaries, to cause the same to be restored by diligent application or request to the provider. ARTICLE 8 -- ALTERATIONS 8.01 ALTERATIONS. (a) Tenant shall not (i) make or allow to be made any (A) alterations in connection with Tenant's initial occupancy of the Premises or (B) any other alterations or physical additions, including, without limitation, fixtures, to the Premises other than normal painting, carpeting, wallcoverings and office decorations or (ii) place safes, vaults, filing systems, libraries or other heavy furniture or equipment within the Premises, without in 13

each such case first obtaining the consent of Landlord (any action described in CLAUSE (I) OR (II) being herein referred to as an "ALTERATION"). (b) Landlord's consent shall not be unreasonably withheld in the case of an Alteration (a "QUALIFIED ALTERATION") which (i) is not structural in nature and has no effect on the Building's structure, curtain wall or systems, including, without limitation, the mechanical, electrical, plumbing, HVAC, fire safety, fire protection or elevator systems of the Building (collectively, "BUILDINGS SYSTEMS"); (ii) is not visible from the exterior of

each such case first obtaining the consent of Landlord (any action described in CLAUSE (I) OR (II) being herein referred to as an "ALTERATION"). (b) Landlord's consent shall not be unreasonably withheld in the case of an Alteration (a "QUALIFIED ALTERATION") which (i) is not structural in nature and has no effect on the Building's structure, curtain wall or systems, including, without limitation, the mechanical, electrical, plumbing, HVAC, fire safety, fire protection or elevator systems of the Building (collectively, "BUILDINGS SYSTEMS"); (ii) is not visible from the exterior of the Premises; (iii) does not result in a violation of, or require a change in, any certificate of occupancy for the Building; (iv) does not affect any area of the Building outside of the Premises; and (v) does not, in Landlord's reasonable judgment, affect the value, utility or efficiency of the Building. Landlord shall be entitled to retain independent consultants to review the plans and specifications for and the progress of construction of any proposed Alteration and to reimbursement from Tenant, within fifteen (15) Business Days after request therefor, for all of the reasonable fees of such consultants and other out-ofpocket costs incurred by Landlord in connection with such proposed Alteration. In performing Alterations or any other repairs or work with respect to the Premises, Tenant shall be bound by and observe all the terms hereof and all of the Building Rules therefor (including the rules and conditions set forth in PART IV to the Building Rules attached hereto as EXHIBIT "C"). (c) Tenant shall indemnity and hold harmless Landlord from and against all costs (including, without limitation, reasonable attorneys' fees and disbursements), losses, liabilities or causes of action arising out of or relating to any Alteration, including, without limitation, any mechanics' or materialmen's liens asserted in connection with such Alteration. 8.02 TENANT'S PROPERTY. All Alterations shall be and remain part of the Premises and be deemed property of Landlord except such Alterations as are installed at the expense of Tenant and which may be removed without material damage to the Premises (collectively, "TENANT'S PROPERTY"). Notwithstanding anything to the contrary set forth herein, all work stations, demountable walls and other property delivered to Tenant with the Premises shall remain the property of Landlord and may not be removed by Tenant. Tenant may remove Tenant's Property from the Premises during the Term and Tenant shall repair, or shall reimburse Landlord upon demand for the cost of repairing, any damage to the Premises or the Building occasioned by such removal. Any structural repairs or repairs to Building Systems necessitated by the removal of Tenant's Property shall be performed by Landlord and Tenant shall reimburse Landlord for the cost thereof within fifteen (15) Business Days after demand therefor. 8.03 EFFECT OF LANDLORD'S APPROVAL. Landlord's approval of plans or specifications or consent to the making of Alterations in the Premises shall not be deemed to be (a) an agreement or representation by Landlord that the contemplated Alterations comply with any Legal Requirements or the certificate of occupancy for the Building; (b) an approval of the sufficiency, completeness or effective coordination of the proposed Alteration, or (c) a waiver by Landlord of compliance by Tenant with any of the other terms of this Lease. 8.04 SURVIVAL. Tenant's obligations under this ARTICLE 8 shall survive the expiration or sooner termination of this Lease. ARTICLE 9 -- REPAIRS 9.01 REPAIRS BY LANDLORD. Landlord shall make all repairs, interior or exterior, structural or nonstructural, ordinary or extraordinary, needed to keep the Building (including the Premises and the Building Systems) in reasonably good order and repair, excluding, however, repairs which Tenant is obligated to make pursuant to SECTION 9.02 or the other terms of this 14

Lease. No liability of Landlord to Tenant shall accrue under this SECTION 9.01 with respect to any repair within the Premises or to any Building System servicing the Premises unless and until Tenant has given notice to Landlord of the specific repair required to be made or of the failure properly to furnish any Landlord's Services and Landlord's failure, subject to Force Majeure, thereafter promptly to remedy the same.

Lease. No liability of Landlord to Tenant shall accrue under this SECTION 9.01 with respect to any repair within the Premises or to any Building System servicing the Premises unless and until Tenant has given notice to Landlord of the specific repair required to be made or of the failure properly to furnish any Landlord's Services and Landlord's failure, subject to Force Majeure, thereafter promptly to remedy the same. 9.02 REPAIRS BY TENANT. Tenant, at its expense, shall take good care of and maintain the Premises, any Alterations and Tenant's Property; PROVIDED, HOWEVER, that Tenant shall only be responsible for exterior or structural repairs if the need for same arises out of (a) the making, installation, use, operation or existence of Alterations, Tenant's Property or other equipment by or on behalf of Tenant, (b) the moving of Tenant's Property in or out of the Building or the Premises, (c) the negligence of Tenant or any other occupant of the Premises or any of Tenant's employees, contractors, agents, licensees or invitees (collectively, the "TENANT PARTIES") or their manner of use or occupancy of the Premises or access to or use of the Building, subject, however, in the case of fire or other insured casualty, to the waiver set forth in SECTION 17.04, (d) any cause or condition created by or at the instance of Tenant or any of the Tenant Parties or (e) Tenant's compliance or noncompliance with Legal Requirements in accordance with SECTION 10.01. Any repairs to the Building or Building Systems shall be performed by Landlord at Tenant's expense (including a supervisory charge, in addition to charges for general conditions, equal to ten percent (10%) of the trade cost of such repairs), unless Landlord elects by notice to Tenant to have Tenant perform such repairs. In no event shall Tenant be required to make, be responsible for, or pay for any repairs which are required as a result of the negligent act or negligent omission or willful misconduct of Landlord or Landlord's agents, servants, employees or contractors (collectively, "LANDLORD'S AGENTS"). 9.03 CHANGES IN FACILITIES. Landlord reserves the right, at any time and without any liability to Tenant, to make changes in or additions to the Building. including, without limitation. any changes to the Common Areas, as it may deem necessary or desirable provided that (a) any such change does not deprive Tenant of access to the Premises, (b) such change does not materially interfere with the use of the Premises and does not affect the firstclass nature of the Project and (c) Landlord uses reasonable efforts to minimize the extent and duration of any interference with Tenant's use and occupancy of the Premises. Landlord may install and maintain pipes, fans, ducts, shafts, wires and conduits within or through the walls, floors or ceilings of the Premises. 9.04 LANDLORD ACCESS. Landlord and Landlord's Agents shall have the right, upon reasonable prior notice to Tenant (except in an emergency, in which case Landlord shall use reasonable efforts to provide such notice as is possible under the circumstances), to enter the Premises to inspect, clean or perform such work as Landlord may reasonably deem necessary or to exhibit the Premises to prospective purchasers, mortgagees or, during the last eighteen (18) months of the Term, tenants, or for any other purpose as Landlord may deem necessary or desirable. Landlord shall use reasonable efforts to minimize the adverse effect on Tenant of any entry by Landlord on the Premises for any reason. Tenant shall not be entitled to any abatement or reduction of Gross Rent by reason of such entry. ARTICLE 10 -- COMPLIANCE WITH LAWS 10.01 COMPLIANCE WITH LAWS BY TENANT. Tenant, at its expense, shall comply with all laws and ordinances and all rules, orders or regulations (present, future, ordinary, extraordinary, foreseen or unforeseen) of any governmental authority or of any insurer (provided that any requirement of an insurer is on an industry-wide basis) with respect to the Building and Land (including those imposed by the Occupational Safety and Health Administration relating to indoor air quality) (collectively, "LEGAL REQUIREMENTS"), at any time duly issued and in force, 15

affecting or related to the Premises or any part thereof; PROVIDED, HOWEVER, that nothing contained in this SECTION 10.01 shall require Tenant to make any structural changes unless the same (a) are necessitated by a cause or condition which has been created by, or at the instance of, Tenant or any of the Tenant Parties, (b) are attributable to the use, other than as permitted by SECTION 3.01, or manner of use of the Premises or manner of conduct of Tenant's business, including, without limitation, use as a "place of public accommodation" as defined in the Americans with Disabilities Act, or (c) are necessitated by reason of a breach of Tenant's obligations hereunder. Tenant need not comply with any Legal Requirement so long as Tenant shall be diligently contesting

affecting or related to the Premises or any part thereof; PROVIDED, HOWEVER, that nothing contained in this SECTION 10.01 shall require Tenant to make any structural changes unless the same (a) are necessitated by a cause or condition which has been created by, or at the instance of, Tenant or any of the Tenant Parties, (b) are attributable to the use, other than as permitted by SECTION 3.01, or manner of use of the Premises or manner of conduct of Tenant's business, including, without limitation, use as a "place of public accommodation" as defined in the Americans with Disabilities Act, or (c) are necessitated by reason of a breach of Tenant's obligations hereunder. Tenant need not comply with any Legal Requirement so long as Tenant shall be diligently contesting the validity or applicability thereof in accordance, with SECTION 10.03. Landlord shall cooperate with Tenant in connection with the performance of Tenant's obligations under this SECTION 10.01. 10.02 ENVIRONMENTAL. (a) Throughout the Term, Tenant shall not undertake or permit any Environmental Activity (as defined below) to be undertaken in the Premises, Building or on the Land by any Tenant Party other than (i) in compliance with all applicable Legal Requirements (as defined in SECTION 10.01), (ii) as is customary for general office tenants in First-Class Office Buildings and (iii) in such a manner as shall avoid any liability on the part of Landlord and shall keep the Premises, Building and Land free from any lien imposed pursuant to any Legal Requirement in respect of such Environmental Activity. Tenant shall take all necessary steps to ensure that any Environmental Activity undertaken or permitted at the Premises is undertaken in a manner as to provide prudent safeguards against potential risks to human health or the environment. Tenant shall notify Landlord within 24 hours of the release of any Hazardous Materials (as hereinafter defined) from or at the Premises which could form the basis of any claim, demand or action by any party. Landlord shall have the right from time to time to conduct an environmental audit of the Premises and Tenant shall cooperate in the conduct of such environmental audit. If Tenant shall breach the covenants provided in this Section, then, in addition to any other rights and remedies which may be available to Landlord under this Lease or otherwise at law, Landlord may require Tenant to take all actions, or to reimburse Landlord for the costs of any and all actions taken by Landlord, as are necessary or reasonably appropriate to cure such breach. The obligations of Tenant under this Section 10.02 shall survive the expiration or sooner termination of this Lease. (b) Landlord represents that to the best of Landlord's knowledge, there are no Hazardous Materials present at or in the Building, the nature, concentration or condition of which violates any Legal Requirement. (c) "ENVIRONMENTAL ACTIVITY" means any use, storage, installation, existence, release, threatened release, discharge, generation, abatement, removal, disposal, handling or transportation from, under, into or on the Premises of any Hazardous Materials. "HAZARDOUS MATERIALS" means (i) any "hazardous substance" as defined in Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601(14), as amended; (ii) any asbestos or asbestoscontaining materials or polychlorinated biphenyls ("PCBS") or substances or materials containing PCBs; (iii) petroleum. crude oil or any fraction thereof, natural gas or synthetic gas used for fuel; and (iv) any additional substances or materials which at such time are classified or considered to be hazardous or toxic under the laws of the State of Tennessee or any other Legal Requirements. 10.03 RIGHT TO CONTEST. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Legal Requirement, provided that: (a) neither Landlord nor any Senior Interest Holder nor any of their respective officers, directors, partners, shareholders, agents or employees shall be subject to civil or criminal penalty or to prosecution for a crime. nor shall the Building or any part thereof be subject to being condemned or vacated, or subject to any lien or 16

encumbrance, by reason of non-compliance or otherwise by reason of such contest: (b) before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, in form, substance and amount reasonably satisfactory to Landlord, and shall indemnity Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest); (c) such noncompliance or contest shall not constitute or result in any violation of a Superior Mortgage or Superior Lease (each as defined in SECTION 13.01) or if any Senior Interest Holder (as defined in SECTION 13.02) shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such

encumbrance, by reason of non-compliance or otherwise by reason of such contest: (b) before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, in form, substance and amount reasonably satisfactory to Landlord, and shall indemnity Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest); (c) such noncompliance or contest shall not constitute or result in any violation of a Superior Mortgage or Superior Lease (each as defined in SECTION 13.01) or if any Senior Interest Holder (as defined in SECTION 13.02) shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status of such proceedings. 10.04 COMPLIANCE WITH LAWS BY LANDLORD. Landlord, at its expense, shall comply with all Legal Requirements applicable to the Premises which are not the obligation of Tenant pursuant to SECTION 10.01, but may defer compliance so long as Landlord shall be contesting in good faith by appropriate proceedings the validity or applicability thereof. Landlord may also contest Legal Requirements with which Landlord is required to comply pursuant to this SECTION 10.04. ARTICLE 11 -- RIGHT TO PERFORM TENANT COVENANTS 11.01 RIGHT TO PERFORM TENANT COVENANTS. If Tenant shall fail to perform any of its obligations under this Lease, Landlord may perform the same at the expense of Tenant (a) immediately and without notice in the case of emergency or in case such failure unreasonably interferes with the use of space by any other tenant in the Building or with the provision of Landlord's Services or may result in a violation of any Legal Requirement and (b) in any other case if such failure continues after ten (10) days from the date of the giving by Landlord to Tenant of notice of Landlord's intention so to perform the same. Tenant shall reimburse Landlord within five (5) Business Days of Landlord's demand therefor all reasonable costs and expenses incurred by Landlord in performing Tenant's obligations. Tenant's obligations under this Section shall survive the expiration or sooner termination of this Lease. ARTICLE 12 -- ASSIGNMENT AND SUBLETTING 12.01 ASSIGNMENT; ETC. (a) Subject to SECTION 12.02, neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred, and neither the Premises nor any part thereof shall be subleased or be encumbered in any manner by reason of any act or omission on the part of Tenant without the prior consent of Landlord. Transfer of a controlling interest in the stock or other ownership interests of Tenant shall be deemed to be a transfer of this Lease excepting only where such transfers of stock are effected through the "over-the-counter" market or through any recognized stock exchange or in connection with a public offering of shares of Tenant. No consent of Landlord to any assignment or other transfer of this Lease and the term and estate hereby granted, and no consent by Landlord to any subletting of all or any portion of the Premises, shall be construed to relieve Tenant of its obligation to obtain such consent to any further assignment, other transfer or subletting. In addition, neither any assignment of this Lease nor any subletting, occupancy or use of the Premises or any part thereof by any person other than Tenant (whether or not consented to by Landlord), nor any collection of rent by Landlord from any person other than Tenant, nor any application of any such rent as provided in this Article, shall be deemed a waiver of any of the provisions of this Article or relieve, impair, release or discharge Tenant of its obligation fully to perform the terms of this Lease on Tenant's part to be performed, and Tenant shall remain fully and primarily liable hereunder. 17

(b) Tenant may permit any corporation or other business entity which controls, is controlled by or is under common control (and which at all times so remains) with Tenant (a "RELATED CORPORATION") to sublet all or part of the Premises upon prior written notice to Landlord setting forth the name of such Related Corporation and the providing of reasonably satisfactory evidence to Landlord from time to time upon request that such subtenant is a Related Corporation. Such subletting shall not vest in any such Related Corporation any right or interest in this Lease nor shall it discharge any of Tenant's obligations hereunder. For purposes hereof, "control" means ownership of 100% of the voting stock of a corporate tenant or 100% of the beneficial interests of any

(b) Tenant may permit any corporation or other business entity which controls, is controlled by or is under common control (and which at all times so remains) with Tenant (a "RELATED CORPORATION") to sublet all or part of the Premises upon prior written notice to Landlord setting forth the name of such Related Corporation and the providing of reasonably satisfactory evidence to Landlord from time to time upon request that such subtenant is a Related Corporation. Such subletting shall not vest in any such Related Corporation any right or interest in this Lease nor shall it discharge any of Tenant's obligations hereunder. For purposes hereof, "control" means ownership of 100% of the voting stock of a corporate tenant or 100% of the beneficial interests of any other tenant. 12.02 ASSIGNMENT AND SUBLETTING PROCEDURES. (a) If Tenant intends to assign this Lease or to sublet the Premises or any part thereof, Tenant shall give Landlord notice of such intent. Tenant's notice (the "TRANSFER NOTICE" ) shall be accompanied by (i) a certified description of all material terms upon which Tenant intends to assign or sublet (including, consideration, base rent and all other financial terms, rental abatements. allowances and other concessions and other material terms) and (ii) a statement setting forth in reasonable detail the identity of the proposed assignee or sublessee, the nature of its business and its proposed use of the Premises (to the extent a proposed assignee or subtenant has been identified) and current financial information with respect to any such proposed assignee or subtenant. Tenant shall provide Landlord with any additional information or documents reasonably requested (within ten (10) days after receiving Tenant's notice) by Landlord. (b) Landlord shall then have the option, exercisable by notice to Tenant within thirty (30) days after receipt of such additional information (or the date of Tenant's original notice if Landlord does not timely request additional information) to (i) in the case of a proposed assignment or a proposed subletting for all or substantially all of the Term, to terminate this Lease by Tenant, in which event Tenant shall be relieved of all further obligations hereunder (except those which pursuant to this Lease expressly survive such termination), or (ii) permit Tenant to assign this Lease or sublet such space, subject, however, to Landlord's prior approval of the proposed assignee or sublessee, which approval shall not be unreasonably withheld or delayed so long as (A) the use of the Premises by such proposed assignee or sublessee would be permitted under SECTION 3.01, (B) the proposed assignee or sublessee is of sound financial condition as reasonably determined by Landlord given the obligations to be assumed by such assignee or sublessee under this Lease, (C) the terms of such assignment or subletting shall be no more beneficial to the assignee or subtenant than the terms set forth in the Transfer Notice, (D) the proposed sublessee or assignee is a reputable person or entity of good character and Landlord has been furnished with reasonable evidence thereof, (E) neither the proposed subtenant or assignee nor any one controlling, controlled by or under common control with such proposed subtenant or assignee is then an occupant of any portion of the Building or is a person with whom Landlord is then negotiating to lease space in the Building; PROVIDED, HOWEVER, that the condition set forth in this clause (F) shall not apply to any proposed sublease or assignment unless there shall be available space in the Building comparable to the space proposed to be sublet or assigned within twelve (12) months after the anticipated effective date of the proposed sublease or assignment, (F) the form of the proposed sublease or assignment is reasonably satisfactory to Landlord, (G) there shall be no more than two (2) occupants of the Premises, including Tenant, and (H) the proposed subtenant shall not be (1) entitled, directly or indirectly, to diplomatic or sovereign immunity unless effectively waived and shall be subject to the service of process in, and the jurisdiction of the courts of, the State of Tennessee or (2) a charitable, religious, union or other not-for-profit organization or any tax exempt entity within the meaning of Section 1680)(4)(A) of the Internal Revenue Code of 1986, as amended, or any successor or substitute statute, or rule or regulation applicable thereto (as the same may be amended). 18

(c) If the aggregate amount payable by a subtenant under a sublease of any part of the Premises (including any sums received by Tenant for the sale or rental of Tenant's Property, less, in the case of a sale thereof, the then net, unamortized or undepreciated cost thereof determined on the basis of Tenant's Federal income tax returns) shall be in excess of Tenant's Basic Cost (as hereinafter defined) therefor, then, within ten (10) days after the collection thereof, Tenant shall pay to Landlord, as Additional Rent, an amount equal to fifty percent (50%) of such excess. Tenant shall deliver to Landlord within sixty (60) days after the end of each calendar year and within sixty (60) days after the expiration or earlier termination of each sublease a statement specifying each sublease in effect at any time during such calendar year or partial calendar year, the number of square feet of rentable area deemed thereby, the term thereof and a computation in reasonable detail showing the calculation of the amounts

(c) If the aggregate amount payable by a subtenant under a sublease of any part of the Premises (including any sums received by Tenant for the sale or rental of Tenant's Property, less, in the case of a sale thereof, the then net, unamortized or undepreciated cost thereof determined on the basis of Tenant's Federal income tax returns) shall be in excess of Tenant's Basic Cost (as hereinafter defined) therefor, then, within ten (10) days after the collection thereof, Tenant shall pay to Landlord, as Additional Rent, an amount equal to fifty percent (50%) of such excess. Tenant shall deliver to Landlord within sixty (60) days after the end of each calendar year and within sixty (60) days after the expiration or earlier termination of each sublease a statement specifying each sublease in effect at any time during such calendar year or partial calendar year, the number of square feet of rentable area deemed thereby, the term thereof and a computation in reasonable detail showing the calculation of the amounts paid and payable by Tenant to Landlord with respect to such sublease for the period covered by such statement. "TENANT'S BASIC COST" for sublet space at any time means the sum of (i) the portion of the Base Rent, Tenant's Operating Payment and Tenant's Tax Payment which is attributable to the sublet space for the period covered by the payment by the applicable subtenant, plus (ii) the amount of any out-of-pocket costs reasonably incurred by Tenant in making changes in the layout and finish of the sublet space for the subtenant amortized on a straight-line basis over the term of the sublease plus (iii) the amount of any customary brokerage commissions and legal fees and disbursements paid by Tenant in connection with the sublease amortized on a straight-line basis over the term of the sublease. (d) Upon any assignment of this Lease pursuant to the terms hereof, Tenant shall pay to Landlord 50% of the Net Consideration (as hereinafter defined) received by Tenant in respect of such assignment or otherwise from such assignee. For purposes hereof, "NET CONSIDERATION" means all sums paid by the assignee in consideration of such assignment minus all customary and reasonable closing expenses (including, without limitation, customary and reasonable legal and brokerage expenses) and the amount of any out-of-pocket allowances or other incentives to the assignee, in any case reasonably incurred by Tenant in connection with such assignment. "Net Consideration" shall include any sums paid for the purchase or rental of any of Tenant's Property, less, in die case of a sale thereof, the then net, unamortized or undepreciated cost thereof determined on the basis of Tenant's Federal income tax returns. (e) No assignment made pursuant to this SECTION 12.02 shall be valid unless, within ten (10) days after the execution thereof, Tenant shall deliver to Landlord a duplicate original instrument of assignment and assumption, duly executed by Tenant and by the assignee and in form and substance reasonably satisfactory to Landlord, wherein such assignee shall assume performance of all terms of this Lease on Tenant's part to be performed. (f) Tenant shall, within ten (10) days after (i) the commencement of the term of a permitted sublease, give Landlord notice of such commencement, or (ii) the effective date of a permitted assignment, give Landlord notice of the effectiveness of such assignment. (g) If Landlord elects to permit Tenant, pursuant to SECTION 12.02(B)(II), to assign or sublet (subject to the terms and conditions of this SECTION 12.02), then (i) Tenant shall not enter into any assignment or subletting without Landlord's consent in accordance with SECTION 12.02(B)(II)(A)-(H) hereof, and any request for Landlord's consent shall not be valid unless such request shall contain all of the information required by SECTION 12.02(A) (specifically including the information set forth in SECTION 12.02(A)(II) and the second sentence of SECTION 12.02(A) with respect to the actual assignee or subtenant) and (ii) if Tenant does not enter into an assignment or subletting within one hundred eighty (180) days after the date of the Transfer Notice, then Tenant shall again comply with all of the provisions and conditions of SECTIONS 12.02(A) and (B) before assigning this Lease or subletting all or any part of the Premises. 19

(h) If Landlord shall decline to consent to any proposed assignment or sublease as permitted by this Lease, or if Landlord shall exercise its option under this Section to terminate this Lease or take an assignment or sublease of the proposed sublet premises, Tenant hereby agrees to indemnity Landlord against any and all liability arising from any claims that may be made against Landlord by the proposed assignee or subtenant or by any broker, finder or other person claiming a commission or other compensation in connection with the proposed assignment or sublease. 12.03 ADDITIONAL ASSIGNMENT AND SUBLEASING CONDITIONS. (a) If this Lease is assigned,

(h) If Landlord shall decline to consent to any proposed assignment or sublease as permitted by this Lease, or if Landlord shall exercise its option under this Section to terminate this Lease or take an assignment or sublease of the proposed sublet premises, Tenant hereby agrees to indemnity Landlord against any and all liability arising from any claims that may be made against Landlord by the proposed assignee or subtenant or by any broker, finder or other person claiming a commission or other compensation in connection with the proposed assignment or sublease. 12.03 ADDITIONAL ASSIGNMENT AND SUBLEASING CONDITIONS. (a) If this Lease is assigned, whether or not in violation of the terms of this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof is sublet or used or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from such subtenant or occupant. In either event, Landlord may apply the net amount collected to the rents herein reserved. The consent by Landlord to an assignment, transfer, mortgage, pledge, encumbering or subletting pursuant to any provision of this Lease shall not relieve Tenant or any assignee or subtenant from obtaining the express prior consent of Landlord to any other or further assignment, transfer. mortgage, pledge, encumbering or subletting. Tenant agrees to pay to Landlord reasonable attorneys' fees and disbursements incurred by Landlord in connection with any proposed assignment or subletting. (b) No subletting shall be for a term ending later than the day prior to the Expiration Date and any portion of a proposed term of any sublease or any renewal or extension thereof which purports to extend beyond such date, or the date of sooner termination of the Term, is hereby deemed to be a nullity. (c) If Landlord shall recover or come into possession of the Premises before the Expiration Date, Landlord shall have the right to take over any sublease made by Tenant and to succeed to all rights of Tenant thereunder, Tenant hereby assigning (effective as of the date of Landlord's succession to Tenant's estate in the Premises) such subleases as Landlord may elect to take over. Every subletting hereunder shall be subject to the condition that, from and after the termination of this Lease or re-entry by Landlord hereunder or other succession by Landlord to Tenant's estate in the Premises, the subtenant shall waive any right to surrender possession or to terminate the sublease and, at Landlord's election, shall be bound to Landlord for the balance of the term thereof and shall attorn to and recognize Landlord, as its landlord, under all of the then executory terms of such sublease, except that Landlord shall not (i) be liable for any previous act. omission or negligence of Tenant as sublandlord, under such sublease, (ii) be subject to any counterclaim, defense or offset theretofore accruing to such subtenant against Tenant, (iii) be bound by any previous modification or amendment of such sublease made without Landlord's consent or by any previous prepayment of more than one month's rent and additional rent unless paid as provided in the sublease, or (iv) be obligated to perform any repairs or other work in the subleased space or the Building beyond Landlord's obligations under this Lease. Each subtenant shall promptly execute and deliver such instruments as Landlord may reasonably request to evidence and confirm such attornment. (d) Tenant shall reimburse Landlord on demand for all reasonable costs (including all reasonable legal fees and disbursements, as well as the costs of making investigations as to the acceptability of a proposed assignee or subtenant) which may be incurred by Landlord in connection with a request by Tenant that Landlord consent to any proposed assignment or sublease. 20

ARTICLE 13 -- SUBORDINATION 13.01 SUBORDINATION. (a) Provided that Tenant shall have received a subordination. non-disturbance and attornment agreement in form and substance that complies with the terms of this ARTICLE 13 and that is otherwise commercially reasonable and is executed and acknowledged by each Superior Mortgage or Superior Lessor, as applicable (each, a "NON-DISTURBANCE AGREEMENT"), this Lease and Tenant's rights hereunder are subject and subordinate to: (i) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Building or any portion thereof (collectively, including the applicable items set forth in CLAUSE (IV) of this SUBSECTION (A), "SUPERIOR LEASES"); (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect all or any portion of the Building or any Superior Lease (collectively, including the applicable items set forth in CLAUSES (III) and

ARTICLE 13 -- SUBORDINATION 13.01 SUBORDINATION. (a) Provided that Tenant shall have received a subordination. non-disturbance and attornment agreement in form and substance that complies with the terms of this ARTICLE 13 and that is otherwise commercially reasonable and is executed and acknowledged by each Superior Mortgage or Superior Lessor, as applicable (each, a "NON-DISTURBANCE AGREEMENT"), this Lease and Tenant's rights hereunder are subject and subordinate to: (i) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Building or any portion thereof (collectively, including the applicable items set forth in CLAUSE (IV) of this SUBSECTION (A), "SUPERIOR LEASES"); (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect all or any portion of the Building or any Superior Lease (collectively, including the applicable items set forth in CLAUSES (III) and (IV) of this SUBSECTION (A), "SUPERIOR MORTGAGES"), whether or not a Superior Mortgage shall also cover other lands or buildings or leases, except that a mortgage on the Land only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage; (iii) each advance made under any Superior Mortgage; and (iv) all renewals, modifications, replacements, substitutions and extensions of any Superior Lease or Superior Mortgage. Provided that Tenant shall have received a Non-Disturbance Agreement that is executed and acknowledged by each Superior Mortgagee or Superior Lessor, as applicable, the provisions of this subsection shall be self-operative and no further instrument of subordination shall be required. (b) Tenant shall, within ten (10) days after request therefor, execute and deliver, at its expense, any instrument, in recordable form if requested, that Landlord, any holder of a Superior Mortgage (a "SUPERIOR MORTGAGE ") or any lessor under a Superior Lease (a "SUPERIOR LESSOR") may reasonably request, from time to time, to evidence and confirm the subordination provided in SUBSECTION (A) of this SECTION 13.01 provided Tenant shall have received a Non-Disturbance Agreement from such Superior Mortgagee or Superior Lessor, as applicable. (c) Any Superior Mortgagee may elect that this Lease shall have priority over the mortgage held by such Superior Mortgagee (such mortgage, upon such election by the applicable Superior Mortgagee, is referred to herein as a "SUBORDINATED MORTGAGE") and, upon notification by such Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Subordinated Mortgage, whether this Lease is dated prior to or subsequent to the date of such Subordinated Mortgage and, to the extent that such an election is made by a Superior Mortgagee, the provisions of this Article shall not be applicable to such Subordinated Mortgage (except as otherwise provided), but such Superior Mortgagee shall remain a Superior Mortgagee for the purpose of all other provisions of this Lease. Tenant and such Superior Mortgagee shall promptly, upon the notification by such Superior Mortgagee, execute and deliver an instrument in recordable form to evidence and confirm such priority. (d) If, in connection with obtaining, continuing or renewing financing for which the Building, the Land or the interest of the lessee under any Superior Lease represents collateral, in whole or in part, the Superior Mortgagee or proposed Superior Mortgagee (including any which may elect that this Lease shall have priority over such Superior Mortgage) shall request reasonable modifications of this Lease as a condition of such financing, Tenant shall not unreasonably withhold its consent thereto, provided that such modifications do not increase Tenant's obligation to pay Base Rent or Additional Rent, shorten or lengthen the Term and do not materially increase any other obligations or materially diminish any other rights of Tenant under this Lease. 21

(e) Landlord represents and warrants that, as of the date hereof, neither the Land nor the Building is (i) subject to any Superior Lease or (ii) encumbered by or otherwise subject to any Superior Mortgage. 13.02 ATTORNMENT. (a) If at any time any Superior Lessor or Superior Mortgagee (each a "SENIOR INTEREST HOLDER") or any other person or the successors or assigns of any of the foregoing (such Senior Interest Holder and any such other person being herein collectively referred to as "SUCCESSOR LANDLORD") shall succeed to the rights of Landlord under this Lease, Tenant agrees, at the election and upon the request of any such Successor Landlord, from time to time, fully and completely to attorn to and recognize any such Successor Landlord as Tenant's landlord under this Lease upon the then executory terms of this Lease,

(e) Landlord represents and warrants that, as of the date hereof, neither the Land nor the Building is (i) subject to any Superior Lease or (ii) encumbered by or otherwise subject to any Superior Mortgage. 13.02 ATTORNMENT. (a) If at any time any Superior Lessor or Superior Mortgagee (each a "SENIOR INTEREST HOLDER") or any other person or the successors or assigns of any of the foregoing (such Senior Interest Holder and any such other person being herein collectively referred to as "SUCCESSOR LANDLORD") shall succeed to the rights of Landlord under this Lease, Tenant agrees, at the election and upon the request of any such Successor Landlord, from time to time, fully and completely to attorn to and recognize any such Successor Landlord as Tenant's landlord under this Lease upon the then executory terms of this Lease, PROVIDED such Successor Landlord shall agree in writing to accent Tenant's attornment pursuant to a NonDisturbance Agreement. The foregoing provisions of this SECTION 13.02 shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease and shall be self-operative upon any such request, and, provided that Tenant shall have received a Non-Disturbance Agreement that is executed and acknowledged by each Superior Mortgagee or Superior Lessor, as applicable, no further instrument shall be required to give effect to said provisions. Upon the request of any such Successor Landlord, Tenant shall execute and deliver, from time to time, instruments reasonably satisfactory to any such Successor Landlord, in recordable form if requested, to evidence and confirm the provisions of this SECTION 13.02, acknowledging such attornment and setting forth the terms and conditions of its tenancy, including the terms and conditions set forth in SECTION 13.02(B). (b) Upon any attornment described in SECTION 13.02(A), this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for any act or omission or negligence of any prior Landlord (other than to cure any default of a continuing nature), (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against any prior Landlord; (iii) bound by the payment of any Base Rent or Additional Rent for more than one month in advance (unless actually received by such Successor Landlord); (iv) bound by any modification or amendment of this Lease unless such modification or amendment shall have been approved in writing by the Senior Interest Holder, of which Tenant has been given notice, through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease or unless the modification or amendment shall have occurred prior to the creation of such Senior Interest, (v) obligated to construct any improvements or to grant any credit toward the cost of any improvements; (vi) in the event of damage to the Building by fire or other casualty, obligated to repair the Premises or the Building or any part thereof beyond such repair as may be reasonably accomplished from the net proceeds of insurance actually made available to Landlord; or (vii) in the event of partial condemnation, obligated to repair the Premises or the Building or any part thereof beyond such repair as may be reasonably accomplished from the net proceeds of any award actually made available to Landlord as consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this SECTION 13.02 shall be construed to impair any right otherwise exercisable by any such Successor Landlord. 13.03 RIGHT TO CURE. Subject to the provisions of Section 18.01(b) hereof, if any act or omission by Landlord shall give Tenant the right, immediately or after the lapse of time, to cancel or terminate this Lease in whole or in part or to claim such cancellation or termination on the basis of a partial or total eviction, Tenant shall not exercise any such right until (a) it shall have given written notice of such act or omission to each Senior Interest Holder whose name and address shall have been previously furnished to Tenant, and (b) a reasonable period for remedying such act or omission shall have elapsed following such notice and following the time when such 22

Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Mortgage, Subordinated Mortgage or Superior Lease, as the case may be, to remedy the same. ARTICLE 14 -- CONDITIONS OF LIMITATION 14.01 DEFAULT. This Lease and the term and estate hereby granted are subject to the limitation that: (a) if Tenant shall default in the payment of Base Rent or Additional Rent on any date upon which the same

Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Mortgage, Subordinated Mortgage or Superior Lease, as the case may be, to remedy the same. ARTICLE 14 -- CONDITIONS OF LIMITATION 14.01 DEFAULT. This Lease and the term and estate hereby granted are subject to the limitation that: (a) if Tenant shall default in the payment of Base Rent or Additional Rent on any date upon which the same becomes due and such default shall continue for a period of five (5) days after Landlord shall have given Tenant a notice specifying such default, or (b) if any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the Term would. by operation of law or otherwise, devolve upon or pass to any person other than Tenant except as is expressly permitted under ARTICLE 12, or (c) if Tenant shall default in the keeping, observance or performance of any covenant or agreement (other than a default of the character referred to in SECTIONS 14.01(A) and/or 14.01(B)), and if such default shall continue and shall not be cured within thirty (30) days after Landlord shall have given to Tenant a notice specifying the same, or, in the case of a default which for causes beyond Tenant's reasonable control, cannot with due diligence be cured within such period of thirty (30) days, if Tenant (i) shall not, promptly upon the giving of such notice, advise Landlord of Tenant's intention duly to institute all steps necessary to cure such default or (ii) shall not duly institute and thereafter diligently prosecute to completion all steps necessary to cure the same and, in any event, cure such default within ninety (90) days of receipt of Landlord's notice of such default by Tenant, or (d) if the Premises or any substantial portion thereof shall be abandoned or become vacant for a period of twenty (20) consecutive Business Days (except as a result and to the extent of a casualty or condemnation), or (e) if Tenant shall make an assignment for the benefit of creditors or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant's property or if a petition is filed by or against (with Tenant's consent) Tenant under the United States Bankruptcy Code, 11 U.S.C. Sections 101-1330, as amended, or any successor thereto (the "BANKRUPTCY CODE"), or if a petition is filed against Tenant under the Bankruptcy Code without the consent of Tenant and has not been dismissed within ninety (90) days after such filing, or (f) if, within ninety (90) days after the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant's property, without the consent of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant's property pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied, then, in any of such cases, Landlord shall, in addition to any other remedies available to it at law or in equity, be entitled to give to Tenant a notice of intention to end the Term at the expiration of three (3) days from the date of the giving of such notice, and in the event such notice is given, this Lease and the Term and estate hereby granted shall terminate upon the expiration of such three (3) days with the same effect as if the last of such three (3) days were the Expiration Date, but Tenant shall remain liable for damages as provided herein or pursuant to law. 23

14.02 INTENTIONAL DEFAULT. Tenant expressly recognizes that Tenant's due and punctual performance of all of its obligations under this Lease throughout the Term is of importance to Landlord, and, without limiting the foregoing provisions of SECTION 14.01, Tenant agrees that, if Tenant shall default in the timely payment of Base Rent or Additional Rent, and such default shall continue or be repeated for three (3) consecutive months or for a total of four (4) months in any period of twelve (12) consecutive months, then, notwithstanding that such defaults shall have each been cured within the applicable period, if any, as above provided, any further similar default shall be deemed to be deliberate and Landlord thereafter may serve the termination notice described in SECTION 14.01 hereof upon Tenant without affording to Tenant an opportunity to cure such further default.

14.02 INTENTIONAL DEFAULT. Tenant expressly recognizes that Tenant's due and punctual performance of all of its obligations under this Lease throughout the Term is of importance to Landlord, and, without limiting the foregoing provisions of SECTION 14.01, Tenant agrees that, if Tenant shall default in the timely payment of Base Rent or Additional Rent, and such default shall continue or be repeated for three (3) consecutive months or for a total of four (4) months in any period of twelve (12) consecutive months, then, notwithstanding that such defaults shall have each been cured within the applicable period, if any, as above provided, any further similar default shall be deemed to be deliberate and Landlord thereafter may serve the termination notice described in SECTION 14.01 hereof upon Tenant without affording to Tenant an opportunity to cure such further default. 14.03 RE-ENTRY BY LANDLORD. If this Lease shall terminate as provided in SECTION 14.01, Landlord or Landlord's agents and servants may immediately or at any time thereafter re-enter into or upon the Premises, or any part thereof in the name of the whole, either by summary dispossess proceedings or by any suitable action or proceeding at law, without being liable to indictment, prosecution or damages therefor, and may repossess the same, and may remove any persons therefrom, to the end that Landlord may have, hold and enjoy the Premises again as and of its first estate and interest therein. The words "re-enter" and "re-entering" as used in this Lease are not restricted to their technical legal meanings. 14.04 DAMAGES. In the event of a termination of this Lease, Tenant shall pay to Landlord as damages, at the election of Landlord, either: (a) a sum which, at the time of such termination, represents the then present value (employing a discount rate equal to the then current rate of United States Treasury Bills or Notes, as applicable, maturing on the Expiration Date or the next maturity date for such bills or notes occurring after the Expiration Date) of the excess, if any of (i) the aggregate of the Base Rent and Additional Rent which would have been payable hereunder by Tenant, had this Lease not terminated, for the period commencing with the day following the date of such termination and ending with the Expiration Date over (ii) the aggregate fair rental value of the Premises for the same period (for the purposes of this SUBSECTION (A), the amount of Additional Rent which would have been payable by Tenant under ARTICLE 5 shall, for each calendar year ending after such termination, be deemed to be an amount equal to the amount of Tenant's Operating Payment and Tenant's Tax Payment payable by Tenant for the calendar year and Tax Year, respectively, immediately preceding the calendar year in which such termination shall occur), or (b) sums equal to the aggregate Gross Rent which would have been payable by Tenant had this Lease not terminated, payable upon the due dates therefor specified herein until the Expiration Date, PROVIDED, HOWEVER, that if Landlord shall relet all or any part of the Premises for all or any part of the period commencing on the day following the date of such termination and ending on the Expiration Date, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting the expenses incurred or paid by Landlord in terminating this Lease and re-entering the Premises and securing possession thereof, as well as the expenses of reletting, including altering and preparing the Premises for new tenants, brokers' commissions, and all other expenses properly chargeable against the Premises and the rental therefrom in connection with such reletting, it being understood that any such reletting may be for a period equal to or shorter or longer than said period and that Landlord shall have no obligation to so relet the Premises; and PROVIDED FURTHER that (i) in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, (ii) in no event shall Tenant be entitled, in any suit for the collection of 24

damages pursuant to this SUBSECTION (B), to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received by Landlord, and (iii) if the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot rentable area basis shall be made of the rent received from such reletting and of the expenses of reletting. Suit or suits for the recovery of any damages payable hereunder by Tenant, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall require Landlord to postpone suit until the date when the Term would have expired but for such termination.

damages pursuant to this SUBSECTION (B), to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received by Landlord, and (iii) if the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot rentable area basis shall be made of the rent received from such reletting and of the expenses of reletting. Suit or suits for the recovery of any damages payable hereunder by Tenant, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall require Landlord to postpone suit until the date when the Term would have expired but for such termination. 14.05 RIGHT TO INJUNCTION. In the event of a breach or threatened breach on the part of Tenant with respect to any of the covenants or agreements on the part of or on behalf of Tenant to be kept, observed or performed, Landlord shall also have the right to seek an injunction. 14.06 OTHER REMEDIES. (a) Landlord shall have the right, following any breach of or default under this Lease by Tenant, to elect to keep this Lease in full force and effect, with Tenant retaining the right to possession of the Premises (notwithstanding the fact that Tenant may have abandoned the Premises). In such event Landlord, besides all other rights and remedies Landlord may have at law or equity, shall have the right to enforce all of Landlord's rights and remedies under this Lease, including the right to recover the installments of Gross Rent as they become due under this Lease. Notwithstanding any such election to have this Lease remain in full force and effect, Landlord may at any time thereafter elect to terminate Tenant's right to possession of the Premises and thereby terminate this Lease for any previous breach or default which remains uncured, or for any subsequent breach or default. (b) Nothing herein contained shall be construed as limiting or preventing the recovery by, Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to which Landlord may lawfully be entitled at any time, and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided. 14.07 CERTAIN WAIVERS. Tenant waives and surrenders all right and privilege which it might have under or by reason of any present or future law to redeem the Premises or to have a continuance of this Lease for the Term after Tenant is dispossessed or ejected therefrom by process of law. 14.08 NO WAIVER. Failure of Landlord to declare any default immediately upon its occurrence or delay in taking any action in connection with such default shall not waive such default but Landlord shall have the right to declare any such default at any time thereafter. Any amounts paid by Tenant to Landlord may be applied by Landlord, in its sole discretion, to any items then owing by Tenant to Landlord under this Lease and receipt of a partial payment shall not be deemed to be an accord and satisfaction or waiver of the failure to make full payment. 14.09 ATTORNEYS' FEES. In the event Landlord places the enforcement of this Lease, or any part thereof, or the collection of any rent due, or to become due, hereunder, or recovery of the possession of the Premises in the hands of an attorney, or files suit upon the same, Tenant shall reimburse Landlord within fifteen (15) Business Days after demand therefor for its reasonable attorneys' fees and disbursements and court costs. 25

ARTICLE 15 -- QUIET ENJOYMENT 15.01 QUIET ENJOYMENT. Landlord covenants that, so long as Tenant is not in default in the payment or performance of any of its obligations under this Lease beyond any applicable grace period, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises. This covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors and assigns only with respect to breaches which occur during its and their respective ownership of Landlord's interest. ARTICLE 16 -- RULES OF THE BUILDING

ARTICLE 15 -- QUIET ENJOYMENT 15.01 QUIET ENJOYMENT. Landlord covenants that, so long as Tenant is not in default in the payment or performance of any of its obligations under this Lease beyond any applicable grace period, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises. This covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors and assigns only with respect to breaches which occur during its and their respective ownership of Landlord's interest. ARTICLE 16 -- RULES OF THE BUILDING 16.01 BUILDING RULES. Tenant shall comply with, and Tenant shall cause the Tenant Parties to comply with the rules of the Building reasonably adopted and altered by Landlord from time to time (the "BUILDING RULES") for the safety, care and cleanliness of the Premises and the Building and for preservation of good order therein, all of which shall be communicated by Landlord to Tenant and shall be thereafter carried out and observed by Tenant and the Tenant Parties. Landlord shall not enforce or modify the Building Rules in a manner which discriminates against Tenant. The initial Building Rules are set forth in EXHIBIT "C". If any Building Rule shall conflict with any provision of this Lease, such Lease provision shall govern. 16.02 SIGNS. (a) GENERAL. No signs, numerals, letters, notices, logos, pictures, names, advertisements or other graphics shall be used or permitted on the exterior of, or which may be visible from outside, the Premises, unless approved in advance of installation by (i) Landlord and (ii) any governmental, quasi-governmental, association or other third person or entity, having approval rights (whether pursuant to any Legal Requirements, insurance requirements, contract or agreement or recorded instrument) (collectively, "THIRD PARTY, APPROVERS"). (b) FULL FLOOR TENANTS. Subject to Landlord's prior written approval and provided all Signs are in keeping with the quality, design and style of Signs under any rules established by Landlord (in its sole judgment and discretion) in respect of the Building ("SIGNAGE RULES"), Tenant, if the Premises comprise an entire floor of the Building, at its sole cost and expense, may install identification Signs anywhere in the Premises including in the elevator lobby of the Premises, provided that such signs must not be visible from the exterior of the Building or in the atrium of the Building. (c) MULTI-TENANT FLOOR TENANTS. If Tenant occupies less than the entire floor on which the Premises is located, Tenant's identifying Signs shall be provided by Landlord, at Tenant's sole cost and expense, and such Signs shall be comparable to Chat used by Landlord for other similar floors in the Building and shall comply with the Signage Rules. Any additions, deletions or modifications to such Building standard signage shall be at Tenant's sole expense and subject to the prior written approval of Landlord, in its sole discretion. (d) PROHIBITED SIGNS AND OTHER ITEMS. Any Signs which are installed and that have not been individually approved by Landlord or other person or entity having the right of approval may be removed by Landlord without notice at the sole expense of Tenant. Subject to SECTION 16.03 hereof, Tenant may not install any Signs on the exterior or roof of the Building or the Common Areas of the Building or the Land. Any Signs, window coverings or blinds (even if the same are located behind Landlord approved window coverings for the Building), or other items visible from the exterior of the Premises or Building are subject to the prior written approval of Landlord, in its sole discretion. 26

16.03 MONUMENT. Landlord shall have no obligation to install on the Land any monument sign (a "Monument") listing the names of tenants in the Building on the Monument except as set forth in this SECTION 16.03. In the event that Landlord shall erect a Monument which is not for the exclusive use of the owner of the Land and/or Building or a tenant occupying one hundred thousand (100,000) or more rentable square feet of space in the Building, and MagneTek, Inc. (the "ORIGINAL TENANT") shall request to have its name affixed to such Monument, then, provided that all Third Party Approvers shall have approved the Monument and any conditions for such approval shall have been complied with, Landlord shall not unreasonably withhold its consent to such request subject to compliance with the following terms and conditions:

16.03 MONUMENT. Landlord shall have no obligation to install on the Land any monument sign (a "Monument") listing the names of tenants in the Building on the Monument except as set forth in this SECTION 16.03. In the event that Landlord shall erect a Monument which is not for the exclusive use of the owner of the Land and/or Building or a tenant occupying one hundred thousand (100,000) or more rentable square feet of space in the Building, and MagneTek, Inc. (the "ORIGINAL TENANT") shall request to have its name affixed to such Monument, then, provided that all Third Party Approvers shall have approved the Monument and any conditions for such approval shall have been complied with, Landlord shall not unreasonably withhold its consent to such request subject to compliance with the following terms and conditions: (a) The right to have a name so affixed shall be determined based upon the number of rentable square feet leased by the relevant tenant, so that if there shall be a limited number of name identifications (each herein referred to as a "STRIP"), then the Original Tenant may not have the right to a Strip if the number of tenants with more rentable square feet in the Building than the Original Tenant shall be equal to or greater than the number of Strips (PROVIDED, HOWEVER, that Landlord agrees to use all reasonable efforts to ensure that there is room on the Monument for a Strip for the Original Tenant; (b) The design, size, location, specifications, graphics, materials, colors, and lighting with respect to any Monument and Strip shall be determined by Landlord in its sole discretion; (c) Landlord shall have the right to remove, relocate, redesign and/or reconstruct the Monument from time to time; (d) Tenant shall reimburse Landlord, on demand from time to time, for a pro-rata share of all costs attributable to (i) the normal operation, maintenance and repair of the Monument and Strips, and (ii) the construction and/or installation of the Monument or Strips. Such pro rata share shall be a fraction, the numerator of which is one (1), and the denominator of which is the number of tenant names or logos on the Monument or of tenants who have requested and been approved to have their names or logos on the Monument at the time that such cost has been incurred, PROVIDED, HOWEVER, that Landlord may elect, in its reasonable judgment, to require any tenant requesting its name or logo to be added to a Monument that was constructed prior to such request (or approval thereof) to contribute its pro rata share of the construction cost, determined as if such tenant's name or logo were on the Monument at the time of construction, (e) The rights granted to the Original Tenant under this SECTION 16.03 shall be personal to the Original Tenant, and may not be exercised by or assigned to. any assignee or sublessee, or any other person or entity; and (f) Upon termination or expiration of this Lease (including pursuant to ARTICLE 26 hereof) or upon the earlier termination of the Original Tenant's rights under this SECTION 16.03, Landlord shall have the right, at the Original Tenant's sole cost and expense, to (i) permanently remove the Strip, and to repair all damage to the Monument resulting from such removal or (ii) in the case where the Original Tenant shall have the sole remaining name or logo on the Monument to permanently remove the Monument, and to repair all damage resulting therefrom. 16.04 USE OF BUILDING NAME. Notwithstanding anything set forth in this Lease, Landlord shall have the right to name or refer to the Building, in Landlord's sole judgment and discretion, and Landlord shall have the right to use such name or reference to the Building or the 27

address of the Building in its sole discretion, including on any ground floor signage, and Landlord shall not be required to include Tenant's name in connection with the marketing, operation, or other identification of the Building; PROVIDED, HOWEVER, that (a) upon the sale of the Land and Building by WCCT, the signs in front of the Building and in the atrium of the Building referring to the Building as "WILLIS CORROON PLAZA" shall be removed and (b) the Building shall not be named for any tenant or other corporate entity. ARTICLE 17 -- INSURANCE

address of the Building in its sole discretion, including on any ground floor signage, and Landlord shall not be required to include Tenant's name in connection with the marketing, operation, or other identification of the Building; PROVIDED, HOWEVER, that (a) upon the sale of the Land and Building by WCCT, the signs in front of the Building and in the atrium of the Building referring to the Building as "WILLIS CORROON PLAZA" shall be removed and (b) the Building shall not be named for any tenant or other corporate entity. ARTICLE 17 -- INSURANCE 17.01 COMPLIANCE WITH INSURANCE STANDARDS. Tenant shall not occupy or use the Premises, or permit any portion of the Premises to be occupied or used, for any business or purpose which is unlawful, disreputable or deemed to be hazardous on account of fire or other hazards. Landlord shall not be liable for the acts or omissions of other tenants or parties which are in violation of the provisions of this Section. 17.02 LANDLORD INSURANCE. (a) Landlord shall obtain and keep in full force and effect insurance against loss or damage by fire and other, casualty to the Building, excluding any Alterations of Tenant and Tenant's Property, as may be insurable under then available standard forms of "all-risk" insurance policies, in an amount at least equal to eighty percent (80%) of the replacement value thereof with such commercially reasonable deductible(s) as may be determined by Landlord in its reasonable discretion. Tenant shall notify Landlord of the completion of any such alterations and of the cost thereof, and shall maintain adequate records with respect to such Alterations to facilitate the adjustment of any insurance claims with respect thereto. Tenant shall cooperate with Landlord and Landlord's insurance companies in the adjustment of any claims for any damage to the Building or such Alterations. (b) Landlord shall have the right to satisfy its obligations under SUBSECTION (A) of this SECTION 17.02 by means of any so-called blanket policy or policies of insurance covering the Building and other properties of Landlord or its affiliates. 17.03 TENANT INSURANCE. (a) Tenant, at Tenant's sole cost and expense, shall obtain and keep in full force and effect insurance against loss or damage by fire and other casualty to all existing improvements to the Premises (i.e., all improvements to the Premises in excess of the Building shell) (the "EXISTING IMPROVEMENTS"), Alterations and Tenant's Property under then available standard forms of "all-risk" insurance policies, in an amount equal to one hundred percent (100%) of the replacement value thereof, with such commerciallv reasonable deductible(s) as may be determined bv Tenant in its reasonable discretion. (b) Tenant, at Tenant's sole cost and expense, shall obtain and maintain in full force and effect throughout the term a commercial general liability insurance policy (ISO form or equivalent) insuring Tenant and naming Landlord at Landlord's request, any Senior Interest Holder and any managing agent of Landlord as additional insured(s), against any liability for bodily injury, death or property damage occurring on or about the Premises, with limits of liability of not less than $5,000,000 with respect to bodily injury and property damage arising from any one occurrence and $5,000,000 from the aggregate of all occurrences within each policy year with such commercially reasonable deductible as may be reasonably agreed to by Landlord and Tenant. Such policy shall include a provision that such aggregate limit shall apply separately at the Premises and that such insurer will provide notice to Landlord if the available portion of such aggregate is reduced to less than $5,000,000 by either payment of claims or the establishment of reserves for claims. Tenant agrees that if the aggregate limit applying to the Premises is reduced by the payment of a claim or establishment of a reserve Tenant shall take immediate commercially reasonable steps to have the required aggregate limit restored by endorsement to the existing policy or the purchase of an additional insurance policy. Such policy 28

shall also include a provision that no act or omission of Tenant shall affect or limit the obligations of the insurance company in respect of any additional insured. (c) Tenant shall not carry separate or additional insurance with respect to the risks covered by the insurance required by this ARTICLE 17, concurrent in form or contributing in the event of any loss or damage with any insurance required to be obtained by Tenant under this Lease. Tenant may carry any insurance coverage required of it hereunder pursuant to blanket policies of insurance so long as the coverage afforded Landlord and the other

shall also include a provision that no act or omission of Tenant shall affect or limit the obligations of the insurance company in respect of any additional insured. (c) Tenant shall not carry separate or additional insurance with respect to the risks covered by the insurance required by this ARTICLE 17, concurrent in form or contributing in the event of any loss or damage with any insurance required to be obtained by Tenant under this Lease. Tenant may carry any insurance coverage required of it hereunder pursuant to blanket policies of insurance so long as the coverage afforded Landlord and the other named insured thereunder shall not be less than the coverage which would be provided by direct policies. 17.04 WAIVER OF SUBROGATION. The parties hereto (a) shall use all reasonable efforts to procure an appropriate clause in, or endorsement on, any all-risk insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies issuing same waive subrogation or consent to a waiver of right of recovery, and (b) subject to obtaining such clause or endorsement of waiver of subrogation or consent to a waiver of right of recovery, hereby agree not to make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance; PROVIDED, HOWEVER, that the release, discharge, exoneration and covenant not to sue herein contained shall be limited by and coextensive with the terms and provisions of the waiver of subrogation clause or endorsement or clause or endorsement consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation or consent to waiver provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation or consent to waiver provision. Tenant acknowledges that Landlord shall not carry insurance (i) on, and shall not be responsible for damage to, Tenant's Property, and (ii) against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant's business. 17.05 POLICY REQUIREMENTS. The insurance required to be obtained by Tenant under this Article: (a) shall be issued by an insurance company of recognized reputability licensed to do business in the State of Tennessee, which is rated A-/X or better by Best's Key Rating Guide. and (b) shall be primary and not be concurrent in form or contributing with any other coverage which Tenant or Landlord may carry, and (c) shall name Landlord and each Senior Interest Holder as an additional insured on Tenant's commercial general liability insurance policy. Neither the issuance of any insurance policy required under this Lease, nor the minimum limits specified herein with respect to Tenant's insurance coverage, shall be deemed to limit or restrict in any way Tenant's liability arising under this Lease. The dollar amounts set forth in this Article shall be subject to review by Landlord and each Senior Interest Holder from time to time during the term and may be increased by Landlord in accordance with the requirements generally imposed by landlords from time to time at First-Class Office Buildings. With respect to each insurance policy required to be obtained by Tenant under this Article, within ten (10) days after written request from Landlord, Tenant shall deliver to Landlord satisfactory evidence that such insurance is in effect and satisfies the requirements of this Article, together with evidence of payment of all applicable premiums. Each insurancer) policy required to be carried hereunder by or on behalf of Tenant shall provide (and any, certificate evidencing the existence of each such insurance policy shall certify) that such insurance policy shall not be cancelled or modified unless Landlord shall have received thirty (30) days' prior written notice of such cancellation or modification. Landlord shall have the right to require Tenant to cause to be delivered a copy (certified by Tenant as a true, correct and complete copy) of any required policy and shall not be limited to accepting a certificate of insurance. 29

ARTICLE 18 -- NONLIABILITY AND INDEMNIFICATION 18.01 EXCULPATION. (a) Neither Landlord nor any Senior Interest Holder, nor any of their agents, officers, directors, shareholders, partners or principals (disclosed or undisclosed) shall be liable to Tenant and the Tenant Parties in connection with any injury to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any of Tenant's Property or of the property of Tenant or any other person arising from or in connection with the use by Tenant or such other person of the Premises or the Project, irrespective of the cause of such injury, damage or loss, it being understood that no property, other than such as might normally be brought upon or kept in the Premises as incidental to the reasonable use of the Premises for the purposes herein permitted

ARTICLE 18 -- NONLIABILITY AND INDEMNIFICATION 18.01 EXCULPATION. (a) Neither Landlord nor any Senior Interest Holder, nor any of their agents, officers, directors, shareholders, partners or principals (disclosed or undisclosed) shall be liable to Tenant and the Tenant Parties in connection with any injury to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any of Tenant's Property or of the property of Tenant or any other person arising from or in connection with the use by Tenant or such other person of the Premises or the Project, irrespective of the cause of such injury, damage or loss, it being understood that no property, other than such as might normally be brought upon or kept in the Premises as incidental to the reasonable use of the Premises for the purposes herein permitted will be brought upon or be kept in the Premises. Any employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's agent with respect to such property and neither Landlord nor any Senior Interest Holder nor their respective agents shall be liable for any loss of or damage to any such property by theft or otherwise. No representation, guaranty or warranty is made that the communications or security systems, devices or procedures of the Building will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of, any of the property of Tenant or the property of any other person, and Landlord reserves the right to discontinue or modify), at any time such communications or security systems or procedures without liability to Tenant. (b) Notwithstanding anything to the contrary contained in this Lease, if due to (i) the breach by Landlord of any of its obligations under this Lease (other than by reason of Force Majeure), (ii) the negligent acts or omissions or wilful misconduct of Landlord or any of Landlord's employees, agents, contractors or representatives, (iii) the exercise by Landlord of its rights of access to the Premises pursuant to this Lease, or (iv) the failure, stoppage, interruption or suspension in the furnishing of any Landlord Services (other than by reason of Force Majeure), (A) the Premises or any portion thereof shall be rendered untenantable or inaccessible (the Premises or any such portion so affected being referred to herein as the "AFFECTED PORTION"), for a period of fifteen (15) consecutive Business Days, and (B) Tenant shall not have been using or occupying such Affected Portion for the conduct of its business during such period, then the Base Rent and Additional Rent payable with respect to such Affected Portion shall be abated in the proportion that such Affected Portion bears to the total rentable area of the Premises on a per diem basis for each day commencing on the date that the same became an Affected Portion and terminating on the earlier to occur of (I) the date that such Affected Portion shall become tenantable and accessible and Tenant's ability to conduct its business therein shall no longer be materially impaired or (II) the date Tenant commences to use such Affected Portion for the conduct of its business. 18.02 INDEMNITY. To the fullest extent permined by applicable law, Tenant hereby agrees to indemnity and hold harmless Landlord, each Senior Interest Holder and any managing agent of Landlord, and their respective agents, officers, directors, shareholders, partners and principals, from and against any and all claims, losses, actions, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) that arise out of or in connection with (a) the possession, use, occupancy, management, repair, maintenance or control of the Premises, or any portion thereof, or the business conducted by Tenant in the Premises, or (b) any willful or negligent act or omission of Tenant or anyone for whom Tenant is responsible, or (c) any, default, breach, violation or nonperformance of this Lease by Tenant or any subtenant of Tenant or any officer, employee. agent or contractor of Tenant or any subtenant of Tenant, or (d) any Environmental Activity by Tenant or anyone for whom Tenant is responsible at the Building, or (e) any injury or death to individuals or damage to property sustained (i) on or about the Land or the Building by any Tenant Parties, or (ii) on or about the Premises; PROVIDED, HOWEVER, that nothing contained in this Section shall obligate 30

Tenant to indemnity Landlord from any claim, loss, damage, liability or expense resulting from the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant shall, at its own cost and expense, upon notice thereof from Landlord defend any and all actions, suits and proceedings which may be brought against any one or more of the aforesaid parties with respect to the foregoing or in which any one or more of the aforesaid parties may be impleaded. Tenant shall pay, satisfy and discharge any and all final money judgments which may be recovered against Landlord in connection with the foregoing. The commercial general liability insurance policy required by SECTION 17.03(B) hereof shall also cover Tenant for liability assumed by contract, specifically including

Tenant to indemnity Landlord from any claim, loss, damage, liability or expense resulting from the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant shall, at its own cost and expense, upon notice thereof from Landlord defend any and all actions, suits and proceedings which may be brought against any one or more of the aforesaid parties with respect to the foregoing or in which any one or more of the aforesaid parties may be impleaded. Tenant shall pay, satisfy and discharge any and all final money judgments which may be recovered against Landlord in connection with the foregoing. The commercial general liability insurance policy required by SECTION 17.03(B) hereof shall also cover Tenant for liability assumed by contract, specifically including CLAUSE (E) of this SECTION 18.02. The obligations of Tenant under this SECTION 18.02 shall survive the expiration or sooner termination of this Lease. 18.03 LIMITATION OF LANDLORD'S PERSONAL LIABILITY. Tenant shall look solely to Landlord's interest in the Building (and the proceeds of any voluntary or involuntary sale or other transfer thereof but only for a maximum period of three (3) months after such sale or transfer) for the recovery of any judgment against Landlord, and if Landlord is a partnership, its partners, whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders. shall never be personally liable for any such judgment; PROVIDED, HOWEVER, that even if due to any such negligence of Landlord, Landlord's Agents or any Senior Interest Holder or its agents or breach by Landlord of its obligations under this Lease, Tenant waives, to the full extent permitted by applicable law, any claim for consequential damages in connection therewith. Landlord and any Senior Interest Holder and their respective agents shall not be liable, to the extent of Tenant's insurance coverage, for any loss or damage to any person or property even if due to the negligence of Landlord or any Senior Interest Holder or their agents. ARTICLE 19 -- CONDEMNATION 19.01 CONDEMNATION. (a) If the whole of the Land and Building (the "PROJECT") shall be acquired or condemned for any public or quasi-public use or purpose for a period in excess of four (4) months, this Lease and the Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date. If the whole of the Land and Building shall be so acquired or condemned for a period of less than four (4) months, then this Lease and the Term shall continue in force and effect but from and after the date of the temporary vesting of title, Gross Rent shall be abated for such period. If only a part of the Land and Building shall be so acquired or condemned, then: (i) except as hereinafter provided in this paragraph, this Lease and the Term shall continue in force and effect but, if a part of the Premises is included in the part of the Project so acquired or condemned, then from and after the date of the vesting of title, Gross Rent shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation; and (ii) if the part of the Project so acquired or condemned shall be of such scope that (A) the untaken part of the Project (whether or not the Premises are affected by the taking) would in Landlord's reasonable judgment be uneconomic to operate and (B) leases (including this Lease, pursuant to this CLAUSE (II)) of tenants (other than Landlord and its affiliates) occupying at least fifty percent (50%) of the rentable area of the Building are terminated in connection with such taking, Landlord, at Landlord's option, may give to Tenant, within thirty (30) days next following the date upon which Landlord shall have received notice of vesting of title, a five (5) days' notice of termination of this Lease; and (iii) if the part of the Project so acquired or condemned shall contain more than thirty percent (30%) or more of the rentable area of the Premises included under this 31

Lease as of the date of such acquisition or condemnation which, as of immediately prior to such acquisition or condemnation, Tenant was occupying or intending within one year to occupy, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises or the Premises are no longer reasonably suitable for the conduct of Tenant's business therein, Tenant, at Tenant's option, may give to Landlord within thirty (30) days next following the date upon which Tenant shall have received notice of vesting

Lease as of the date of such acquisition or condemnation which, as of immediately prior to such acquisition or condemnation, Tenant was occupying or intending within one year to occupy, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises or the Premises are no longer reasonably suitable for the conduct of Tenant's business therein, Tenant, at Tenant's option, may give to Landlord within thirty (30) days next following the date upon which Tenant shall have received notice of vesting of title, a five (5) days' notice of termination of this Lease. If any such five (5) days' notice of termination is given, then this Lease and the Term shall come to an end and expire upon the expiration of said five (5) days with the same effect as if the date of expiration of said five (5) days was the Expiration Date. If a part of the Project shall be so acquired or condemned and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this SECTION 19.01, Landlord shall restore the part of the Premises and the common and service areas of the Building not so acquired or condemned to a condition befitting First-Class Office Buildings. In the event of any termination of this Lease pursuant to this paragraph, the Gross Rent shall be prorated and adjusted as of such termination date. (b) In the event of any such acquisition or condemnation of all or any part of the Project, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall liave no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term, and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this SUBSECTION (B) shall be deemed to prevent Tenant from making a claim in any condemnation proceedings for moving expenses, interruption of its business and the then value of any furniture, furnishings and fixtures installed by Tenant, provided that such award shall not reduce the amount of the award otherwise payable to Landlord. ARTICLE 20 -- CASUALTY 20.01 CASUALTY. If (a) the Premises or any part thereof shall be damaged or rendered untenantable by fire or other insured casualty, (b) Tenant gives notice of such damage or destruction to Landlord and (c) this Lease is not to be terminated pursuant to this ARTICLE 20, Landlord shall proceed with the repair of such damage with reasonable diligence after the collection of the insurance proceeds attributable to such damage, but (i) only to the extent of available insurance proceeds and (ii) Landlord shall only be required to deliver the Premises in its shell condition (with Building Systems stubbed to the perimeter). Except as provided in SECTION 20.05, the rent shall be equitably abated to the extent that all or any part of the Premises shall have been rendered untenantable, from the date of the damage to the date that is the earlier of (A) the date Tenant occupies any portion of the damaged portion of the Premises and (B) the date that Landlord delivers the Premises in the condition described in clause (ii) above; PROVIDED, HOWEVER, that if Tenant reoccupies a portion of the Premises during the period of repair, the rent allocable to such reoccupied portion, based upon the proportion which the reoccupied portion of the Premises bears to the total area of the Premises, shall be payable by Tenant from the date of such occupancy. 20.02 TENANT RIGHT TO TERMINATE. If the Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty, Landlord has not terminated this Lease pursuant to SECTION 20.03 and Landlord has not substantially completed repairing the Premises within nine (9) months from the date of such damage or destruction and such additional time after such date (but in no event to exceed six (6) months), if any, as shall equal the aggregate period Landlord may have been delayed by Force Majeure or adjustment of insurance, Tenant may serve notice on Landlord of its intention to terminate this Lease and if within thirty (30) days thereafter 32

Landlord shall not have substantially completed the required repairs, this Lease shall terminate on the expiration of such thirty (30) day period as if such termination date were the Expiration Date. 20.03 LANDLORD RIGHT TO TERMINATE. If the Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty or if the Building shall be so damaged by fire or other casualty that substantial alteration or reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such fire or other casualty) or the insurance proceeds available to

Landlord shall not have substantially completed the required repairs, this Lease shall terminate on the expiration of such thirty (30) day period as if such termination date were the Expiration Date. 20.03 LANDLORD RIGHT TO TERMINATE. If the Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty or if the Building shall be so damaged by fire or other casualty that substantial alteration or reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such fire or other casualty) or the insurance proceeds available to Landlord, in Landlord's sole opinion, shall not be reasonably sufficient to repair the damage, then in any such event Landlord may, at its option, terminate this Lease by giving Tenant thirty (30) days' notice of such termination at any time within one hundred twenty (120) davs after the date of such fire or other casualty. If such notice of termination shall be given, this Lease shall terminate as of the date provided in such notice (whether or not the Term shall have commenced) with the same effect as if that date were the Expiration Date. If at any time prior to the giving of the notice of termination or the commencement of repairs pursuant to SECTION 20.01, there shall be a Successor Landlord (as hereinafter defined), such Successor Landlord shall have a further period of sixty), (60) days from the date of its taking possession or from the expiration of the one hundred twenty (120) day period established above, whichever is earlier, to terminate this Lease by thirty (30) days' notice to Tenant, in which event this Lease shall terminate as of the date provided in such notice (whether or not the Term shall have commenced) with the same effect as if that date were the Expiration Date. 20.04 DISCLAIMER. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant occasioned by damage by fire or other casualty or the repair thereof. Landlord will not carry insurance of any kind on Tenant's Property, the Existing Improvements. the Alterations made by or on behalf of Tenant in the Premises, and notwithstanding anything to the contrary in this ARTICLE 20, Landlord shall not be obligated to repair any damage to Tenant's Property or to said Improvements or to replace the same. 20.05 TENANT DEFAULT. Notwithstanding any of the foregoing provisions of this ARTICLE 20, if, by reason of some action or inaction on the part of Tenant or any of the Tenant Parties, either (a) Landlord or the Senior Interest Holders shall be unable to collect all of the insurance proceeds (including rent insurance proceeds) applicable to damage or destruction of the Premises or the Building by fire or other casualty or (b) the premises or the Building shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty then, without prejudice to any other remedy which may be available against Tenant, the abatement of rent provided for in this Article shall not be effective (i) in the case of SUBSECTION (B) above, to the extent of the uncollected insurance proceeds, and (ii) in the case of SUBSECTION (B) above, to the extent of the excess of the cost of repair over the amount of the collected insurance proceeds, but excluding in the case of clause (i) hereof any amount not collected from insurance because Landlord has failed to obtain the coverage required under this Lease. ARTICLE 21 -- SURRENDER 21.01 SURRENDER. On the Expiration Date or upon the sooner termination of this Lease or upon any re-entry by Landlord, Tenant shall, at its expense, quit, surrender, vacate and deliver the Premises to Landlord "broom clean" and in good order, condition and repair, ordinary wear, tear and damage by fire or other insured casualty excepted, together with all Existing Improvements and Alterations (except as otherwise provided for in this Lease). Tenant shall, at its expense, remove from the Building (a) all of Tenant's Property, (b) any internal staircases, vaults, safes, raised computer floors, computer installations, kitchens, libraries, file rooms, conveyors, dumbwaiters, specially finishes and private bathrooms and any other unusual 33

improvements and restore the Premises to their condition prior to the making of such improvements and (c) any personal property of Tenant or persons claiming through or under Tenant, and shall repair or pay the cost of repairing all damage to the Premises and the Building occasioned by such removal. Any Tenant's Property or other personal property which shall remain in the Premises after the Expiration Date or after the termination of this Lease shall be deemed to have been abandoned and either may be retained by Landlord as its property or may be disposed of as Landlord may see fit. If such property not so removed shall be sold, Landlord may receive and retain the proceeds of such sale and apply the same, at its option, against the expeises of the sale, moving and storage, arrears of rent and any damages to which Landlord may be entitled. Any excess proceeds shall be the

improvements and restore the Premises to their condition prior to the making of such improvements and (c) any personal property of Tenant or persons claiming through or under Tenant, and shall repair or pay the cost of repairing all damage to the Premises and the Building occasioned by such removal. Any Tenant's Property or other personal property which shall remain in the Premises after the Expiration Date or after the termination of this Lease shall be deemed to have been abandoned and either may be retained by Landlord as its property or may be disposed of as Landlord may see fit. If such property not so removed shall be sold, Landlord may receive and retain the proceeds of such sale and apply the same, at its option, against the expeises of the sale, moving and storage, arrears of rent and any damages to which Landlord may be entitled. Any excess proceeds shall be the property of Landlord. Any expense incurred by Landlord in removing or disposing of such property shall be reimbursed to Landlord by Tenant as Additional Rent on demand. The obligations of Tenant under this SECTION 21.01 shall survive the expiration or sooner termination of the Lease. 21.02 HOLDING OVER. In the event of any holding-over by Tenant after expiration or termination of this Lease without the consent of Landlord, Tenant shall: (a) pay as holdover rental for each month of the holdover tenancy an amount equal to the greater of (i) the fair market rental value of the Premises for such month (as reasonably determined by Landlord or (ii) 150% of the Gross Rent which Tenant was obligated to pay for the month immediately preceding the end of the Term; and (b) be liable to Landlord for (i) any payment or rent concession which Landlord may be required to make to any tenant obtained by Landlord for all or any part of the Premises (a "NEW TENANT") in order to induce such New Tenant not to terminate its lease by reason of the holding-over by Tenant and (ii) the loss of the benefit of the bargain if any New Tenant shall terminate its lease by reason of the holding-over by Tenant. No holding-over by Tenant after the Term shall operate to expend the Term. In the event of any unauthorized holding-over, Tenant shall indemnify and hold harmless Landlord against all claims for damages by any other tenant to whom Landlord may have leased all or any part of the Premises effective upon the termination of this Lease. Anything in this Article to the contrary notwithstanding, the acceptance of any rent paid by Tenant pursuant to this Section 21.02 shall not preclude Landlord from commencing and prosecuting a holder or summary eviction proceeding. ARTICLE 22 -- ESTOPPEL CERTIFICATES 22.01 ESTOPPEL CERTIFLCATES. Landlord and Tenant agree at any time and from time to time upon ten (10) days' prior notice from the requesting party to execute, acknowledge and deliver to the requesting party and to such other persons and entities as such requesting party may reasonably designate, a statement certifying (a) that this Lease is unmodified and in full force and effect, or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications, (b) the date to which the Base Rent has been paid and the current amount of Base Rent, (c) whether all Additional Rent that is due and payable on or before such date has been paid in full, (d) that, to the best of the certifying party's knowledge, the requesting party is not in default in observing, performing or complying with any term, covenant or condition contained in this Lease on such party's part to be observed, performed or complied with or, if the certifying party has knowledge of any such default, specifying each such default, (e) that, to the best of the certifying party's knowledge, the certifying party has not made and does not have any claim against the requesting party under this Lease or, if so, the nature and the dollar amount, any, of such claim, (f) that, to the best of the certifying party's knowledge, there do not exist any offsets, defenses or counterclaims against enforcement of any of the terms, 34

covenants or conditions of this Lease to be observed, performed or complied with on the part of the requesting party, or, if such do exist, specifying the same and the dollar amount thereof, and (g) in the case of a request by Landlord, such further information with respect to this Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this SECTION 22.01 shall be binding on the certifying party and may be relied upon by the requesting party and any designee of the requesting party, including, without limitation, any prospective purchaser of the Premises, any mortgagee or prospective mortgagee of the Premises, or any lessor or prospective lessor under any underlying lease of the Premises or any assignee or prospective

covenants or conditions of this Lease to be observed, performed or complied with on the part of the requesting party, or, if such do exist, specifying the same and the dollar amount thereof, and (g) in the case of a request by Landlord, such further information with respect to this Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this SECTION 22.01 shall be binding on the certifying party and may be relied upon by the requesting party and any designee of the requesting party, including, without limitation, any prospective purchaser of the Premises, any mortgagee or prospective mortgagee of the Premises, or any lessor or prospective lessor under any underlying lease of the Premises or any assignee or prospective assignee of any such mortgagee or lessor. ARTICLE 23 -- PARTIES BOUND 23.01 SUCCESSORS AND ASSIGNS. The terms of this Lease shall bind and benefit the successors and assigns of the parties with the same effect as if mentioned in each instance where a party is named or referred to, except that no violation of the provisions of ARTICLE 12 shall operate to vest any right in any successor or assignee of Tenant and that the provisions of this Article shall not be construed as modifying the conditions of limitation contained in ARTICLE 13 or ARTICLE 14. 23.02 LANDLORD FOR TIME BEING. The term "LANDLORD" shall mean only the owner at the time in question of the present landlord's interest in the Building and, in the event of a sale or transfer of the Building (by operation of law or otherwise), or in the event of the making of a lease from all or substantially all of the Building, or in the event of a sale or transfer (by operation of law or otherwise) of the leasehold estate under any such lease, the grantor, transferor or lessor, as the case may be, shall be and hereby is (to the extent of the interest or portion of the Building or leasehold estate sold, transferred or leased) automatically and entirely released and discharged, from and after the date of such sale, transfer or leasing, of all liability in respect of the performance of any of the terms of this Lease on the part of Landlord thereafter to be performed; PROVIDED that the purchaser, transferee or lessee (collectively, "TRANSFEREE") shall have assumed and agreed to perform, subject to the limitations of this Article and, in the case of a Successor Landlord, the provisions of SECTION 13.02 and only during and in respect of the Transferee's period of ownership of Landlord's interest under this Lease, all of the terms of this Lease on the part of Landlord to be performed during such period of ownership. 23.03 PARTNERSHIP TENANT. If Tenant is a partnership (or is comprised of two (2) or more persons, individually or as co-partners of a partnership) or if Tenant's interest in this Lease shall be assigned to a partnership (or to two (2) or more persons, individually or as co-partners of a partnership), any such partnership and such persons being referred to as a "PARTNERSHIP TENANT", the following provisions of this Section shall apply to such Partnership Tenant: (a) the liability of each of the parties comprising Partnership Tenant shall be joint and several, (b) each of the parties comprising Partnership Tenant hereby consents in advance to, and agrees to be bound by, any written instrument which may hereafter be executed, changing, modifying or discharging this Lease, in whole or in part, or surrendering all or any part of the Premises to Landlord or renewing or extending this Lease and by any notices, demands, requests or other communications which may hereafter be given by Partnership Tenant or by any of the parties comprising Partnership Tenant, (c) any bills, statements, notices, demands, requests or other communications given or rendered to Partnership Tenant or to any of the parties comprising Partnership Tenant shall be deemed given or rendered to Partnership Tenant and to all such parties and shall be binding upon Partnership Tenant and all such parties, (d) if Partnership Tenant shall admit new partners, all of such new partners shall, by their admission to Partnership Tenant, be deemed to have assumed performance of all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed, and, upon demand of Landlord, shall confirm such assumption in a writing satisfactory to Landlord, and (e) Partnership Tenant shall 35

give prompt notice to Landlord of the admission of any such new partners, and, upon demand of Landlord, shall cause each such new partner to execute and deliver to Landlord an agreement in form satisfactory to Landlord, wherein each such new partner shall assume performance of all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed (but neither Landlord's failure to request any such agreement nor the failure of any such new partner to execute or deliver any such agreement to Landlord shall vitiate the provisions of this Section).

give prompt notice to Landlord of the admission of any such new partners, and, upon demand of Landlord, shall cause each such new partner to execute and deliver to Landlord an agreement in form satisfactory to Landlord, wherein each such new partner shall assume performance of all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed (but neither Landlord's failure to request any such agreement nor the failure of any such new partner to execute or deliver any such agreement to Landlord shall vitiate the provisions of this Section). 23.04 NO OFFER. The submission of this Lease to Tenant shall not constitute an offer and shall not bind the parties hereto in any manner whatsoever until (a) Tenant has duly executed and delivered duplicate counterparts to Landlord and (b) Landlord has executed and delivered one fully executed counterpart to Tenant. 23.05 INABILITY TO PERFORM. (a) This Lease and the obligations of Tenant to pay Gross Rent and perform all of the other terms of this Lease on the part of Tenant to be performed shall in no way be affected because Landlord is unable or delayed in fulfilling any of its obligations under this Lease by reason of Force Majeure. Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible; PROVIDED, HOWEVER. that Landlord shall be under no obligation to employ overtime or premium labor. (b) For purposes of this Lease, "FORCE MAJEURE" shall mean any and all causes beyond the reasonable control of Landlord or Tenant, as the case may be, including delays caused by the other party hereto or other tenants, Legal Requirements and other forms of governmental restrictions, regulations or controls (including energy and water conservation measures), labor disputes, accidents. mechanical breakdowns, shortages or inability to obtain labor. fuel. steam, water, electricity or materials through ordinary sources, acts of God, war sabotage, embargo, enemy action, civil commotion, fire or other casualty, but shall not include lack of funds or financial inability to perform. ARTICLE 24 -- PARKING 24.01 PARKING. (a) At all times during the Term, Landlord agrees to furnish to Tenant for the use of its employees without charge to Tenant parking rights for 180 vehicles (10 on a reserved or assigned basis) in the general parking area designated by Landlord in the parking garage facility located in the Building (the "GARAGE"), PROVIDED, HOWEVER, that if Landlord constructs additional surface parking on the Land to accommodate the parking needs of Landlord and tenants in the Building, Landlord reserves the right to designate up to 30 of Tenant's parking rights to the surface parking area. No specific spaces in the Garage are to be assigned to Tenant, but Landlord will issue to Tenant the aforesaid number of parking stickers and/or cards, each of which will authorize parking in the Garage of a vehicle on which the sticker is displayed, or Landlord will provide a reasonable alternative means of identifying and controlling vehicles authorized to be parked in the Garage. Landlord may designate the area within which each such vehicle may be parked, and Landlord may change such designations from time to time. Access to and use of the Garage and other parking areas by Tenant and the Tenant Parties shall be subject to the Building Rules (the present Building Rules with respect to parking are set forth in PART II of EXHIBIT "C" hereto). (b) If the parking spaces described above are not available to Tenant during any portion of the Term due to causes beyond the reasonable control of Landlord (including, without limitation, as the result of a casualty or condemnation), this Lease shall continue without abatement of Gross Rent, and Landlord shall use reasonable efforts to make available to Tenant sufficient substitute unassigned parking spaces (in the number of those spaces not available to Tenant) on the Land. 36

ARTICLE 25 -- MISCELLANEOUS PROVISIONS 25.01 WAIVER OF COUNTERCLAIMS AND JURY TRIAL. In the event Landlord commences any summary proceeding or action for non-payment of rent, Tenant covenants and agrees not to interpose, by consolidation of actions or otherwise, any counterclaim in any such proceeding (provided that the claim to be asserted in any such counterclaim would not be waived by Tenant's failure to raise such claim), it being agreed that nothing contained herein shall be deemed to prevent Tenant from bringing a separate proceeding with respect

ARTICLE 25 -- MISCELLANEOUS PROVISIONS 25.01 WAIVER OF COUNTERCLAIMS AND JURY TRIAL. In the event Landlord commences any summary proceeding or action for non-payment of rent, Tenant covenants and agrees not to interpose, by consolidation of actions or otherwise, any counterclaim in any such proceeding (provided that the claim to be asserted in any such counterclaim would not be waived by Tenant's failure to raise such claim), it being agreed that nothing contained herein shall be deemed to prevent Tenant from bringing a separate proceeding with respect to such counterclaim or be deemed a waiver thereof. To the extent permitted by applicable law, Landlord and Tenant hereby waive trial by jury in any matter arising out of or in any way connected with this Lease. The provisions of this SECTION 25.01 shall survive the termination of this Lease. 25.02 NOTICES. Except as otherwise expressly provided in this Lease or pursuant to any Legal Requirement, any bills, statements, notices, demands, requests, consents or other communications given or required to be given under or in connection with this Lease or pursuant to any Legal Requirement shall be effective only if in writing and (a) if to Tenant, then, at the option of Landlord, (i) sent by registered or certified mail, return receipt requested, postage prepaid, addressed to Tenant's Address for Notices as set forth in SECTION 1.01 or to such other address as Tenant may designate for such purpose by like notice, or (ii) delivered by hand to Tenant at the Premises or at the address to which a mailed notice would be sent pursuant to clause (i) above; (b) if to Landlord, sent by registered or certified mail, return receipt requested, postage prepaid, addressed to Landlord's Address for Notices as set forth in SECTION 1.01, or to such other address or addresses as Landlord may designate for such purpose by, like notice; and (c) if to any other person, sent by registered or certified mail, return receipt requested and postage prepaid, addressed to such address or addresses as such person may designate to Landlord and Tenant as its address or addresses for such purpose by like notice. Any such bill, statement, notice, demand, request, consent or other communication shall be deemed to have been rendered or given (A) on the date delivered, if delivered to Tenant by hand, or (B) on the earlier of (1) the date actually received or (2) the third (3rd) Business Day after mailing. 25.03 SEVERABILITY. If any term or provision of this Lease, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected, and each provision of this Lease shall be valid and shall be enforceable to the extent permitted by law. 25.04 MERGER; AMENDMENTS. This Lease embodies the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, understandings and statements, oral or written, with respect thereto are merged in this Lease. Landlord and Tenant hereby agree that the Lease Agreement, dated August 4, 1994, between Willis Corroon Corporation and MagneTek, Inc. is hereby terminated, such termination to be 37

effective as of June 30, 1995. This Lease may not be altered, changed or amended except by an instrument in writing signed by the party to be charged. 25.05 NO JOINT VENTURE. This Lease shall not be deemed or construed to create or establish any relationship of partnership or joint venture or similar relationship or arrangement between Landlord and Tenant. 25.06 BROKER. Each party represents to the other that it has dealt with no broker in connection with this Lease

effective as of June 30, 1995. This Lease may not be altered, changed or amended except by an instrument in writing signed by the party to be charged. 25.05 NO JOINT VENTURE. This Lease shall not be deemed or construed to create or establish any relationship of partnership or joint venture or similar relationship or arrangement between Landlord and Tenant. 25.06 BROKER. Each party represents to the other that it has dealt with no broker in connection with this Lease or the Building other than the Broker (as defined in SECTION 1.01). Tenant shall indemnity and hold harmless Landlord from and against all loss, cost, liability and expense (including, without limitation, reasonable attorneys' fees and disbursements) arising out of any claim for a commission or other compensation by any broker (other than the Broker) who has dealt with Tenant in connection with this Lease or the Building (Tenant agrees not to make any settlement with any such broker without Landlord's consent). Landlord shall indemnity and hold harmless Tenant from and against all loss, cost, liability and expense (including, without limitation, reasonable attorneys' fees and disbursements) arising out of any claim for a commission or other compensation by any broker who has dealt with Landlord in connection with this Lease or the Building (Landlord agrees not to make any settlement with any such broker without Tenant's consent). Landlord shall pay the Broker a commission in accordance with a separate agreement with the Broker. The obligations of Landlord and Tenant under this SECTION 25.06 shall survive the expiration or sooner termination of this Lease. 25.07 APPLICABLE LAW. This Lease shall be construed and enforced according to the laws of the State of Tennessee. 25.08 CONSENTS AND APPROVALS. (a) Wherever it is specifically provided in this Lease that a party's consent or approval shall not be unreasonably withheld, a response to a request for such consent or approval shall also not be unreasonably delayed. If either Landlord or Tenant considers that the other has unreasonably withheld or delayed a consent or approval, it shall so notify the other party within ten (10) days after receipt of notice of denial of the requested consent or approval or, in case notice of denial is not received, within fifteen (15) days after making its request for the consent or approval. "CONSENT" shall mean the prior written approval or consent of the applicable party. (b) Tenant hereby waives any claim against Landlord which it may have based upon any assertion that Landlord has unreasonably withheld or unreasonably delayed any consent or approval that, pursuant to the terms of this Lease, is not to be unreasonably withheld and Tenant agrees that its sole remedy shall be an action or proceeding to enforce any such provision or for specific performance, injunction or declaratory judgment. In the event of such a determination, the requested consent or approval shall be deemed to have been granted. 25.09 BUSINESS HOURS. As used in this Lease "BUSINESS DAYS" means any days which are not Saturdays, Sundays or Federal, state or local holidays ("HOLIDAYS") and "BUSINESS HOURS" means the hours between 7:00 A.M. and 6:00 P.M. on Business Days and 8:00 A.M. to 2:00 P.M. on Saturdays. 25.10 EXHIBITS. The terms and provisions of EXHIBITS A through E, inclusive, attached to this Lease are made a part of this Lease for all purposes. 25.11 MEMORANDUM. Simultaneously herewith, Landlord and Tenant are executing a memorandum of lease with respect to this Lease which shall be recorded in the records of Davidson County, Tennessee (and the parties agree to execute and exchange such other documents as may be necessary to cause the recordation of such memorandum upon demand). 38

Upon the termination or expiration of this Lease, Tenant agrees to execute (in recordable form), a notice of termination of this Lease within five (5) Business Days after Tenant's receipt of a commercially reasonable form of notice of termination from Landlord, and to indemnity and hold harmless Landlord from and against any losses, claims, liabilities or expenses arising out of the failure of Tenant to timely comply with the foregoing.

Upon the termination or expiration of this Lease, Tenant agrees to execute (in recordable form), a notice of termination of this Lease within five (5) Business Days after Tenant's receipt of a commercially reasonable form of notice of termination from Landlord, and to indemnity and hold harmless Landlord from and against any losses, claims, liabilities or expenses arising out of the failure of Tenant to timely comply with the foregoing. ARTICLE 26 -- LEASE TERMINATION OPTION 26.01 LEASE TERMINATION OPTION. Tenant may terminate this Lease as of August 31, 2000 by given written notice (a "TERMINATION NOTICE") to Landlord in accordance with the provisions of this Lease on or before August 31, 1999 (as to which date, TIME IS OF THE ESSENCE) and by paying to Landlord a termination fee equal to FOUR HUNDRED AND SEVENTY THOUSAND AND 00/XX DOLLARS ($470,000.00), which fee shall be payable as follows: (a) ten percent (10%) ($47,000) shall be paid contemporaneously with the giving of the Termination Notice, and (b) the remaining $423,000 shall be paid on the earlier of June 30, 2000 or the date Tenant begins to permanently move out of the Premises. If Tenant shall deliver a Termination Notice on or prior to August 31, 1999 then this Lease shall terminate effective as of August 31, 2000 as if such date were the original Expiration Date set forth herein. If Tenant shall fail to give such Termination Notice and payment on or prior to August 31, 1999, then Tenant shall have no further right to terminate pursuant to this ARTICLE 26. The obligations of Tenant under this ARTICLE 26 shall survive the termination or expiration of this Lease. IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the day and year first above written.
LANDLORD WILLIS CORROON CORPORATION OF TENNESSEE BY:______________________________________________ NAME: BART R. SCHWARTZ TITLE: VICE PRESIDENT AND ASSISTANT SECRETARY TENANT MAGNETEK, INC. BY:______________________________________________ NAME: DAVID P. REILAND TITLE: EXECUTIVE VICE PRESIDENT/C.F.O.

TENANT'S FEDERAL TAX I.D. NO.: 95-3917584 39

ASSET PURCHASE AGREEMENT BETWEEN MAGNETEK, INC. AND THE LOUIS ALLIS COMPANY

ASSET PURCHASE AGREEMENT BETWEEN MAGNETEK, INC. AND THE LOUIS ALLIS COMPANY

DATED AS OF MAY 27, 1994

SALE OF LOUIS ALLIS DIVISION

TABLE OF CONTENTS PAGE ---ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 1.2 ARTICLE II Certain Defined Terms . . . . . . . . . . . . . . . . 1 Other Definitional Provisions . . . . . . . . . . . . 6

CLOSING; PURCHASE PRICE ADJUSTMENT . . . . . . . . . . . . . . . . 6 2.1 2.2 2.3 2.4 2.5 2.6 2.7 Sale and Transfer of the Assets . Assets Not Transferred. . . . . . Assumed and Excluded Liabilities. Closing . . . . . . . . . . . . . Purchase Price Adjustment . . . . Tax Allocation. . . . . . . . . . Sales and Use Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . 8 . 9 .11 .12 .15 .15

ARTICLE III CONDITIONS TO CLOSING. . . . . . . . . . . . . . . . . . . . . . .16 3.1 3.2 ARTICLE IV Buyer's Obligation. . . . . . . . . . . . . . . . . .16 Seller's Obligation . . . . . . . . . . . . . . . . .16

REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . .17 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 Authority; No Conflicts; Governmental Consents. . . . . . . . . . . . . . . Financial Statements. . . . . . . . . Taxes . . . . . . . . . . . . . . . . Assets Other than Real Property Interests . . . . . . . . . . . . . . Real Property . . . . . . . . . . . . Intellectual Property . . . . . . . . Contracts . . . . . . . . . . . . . . Litigation; Decrees . . . . . . . . . Employee and Related Matters. . . . . Environmental Matters . . . . . . . . Employee and Labor Relations. . . . . Assets of the Division. . . . . . . .

. . . . . . . .17 . . . . . . . .18 . . . . . . . .19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19 .20 .20 .20 .21 .21 .22 .22 .23

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER. . . . . . . . . . . . . .23 5.1 5.2 5.3 5.4 Authority; No Conflicts; Governmental Consents. . . . . . . . . . . . . . . Actions and Proceedings, etc. . . . . Availability of Funds . . . . . . . . Buyer's Acknowledgment. . . . . . . .

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TABLE OF CONTENTS PAGE ---ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 1.2 ARTICLE II Certain Defined Terms . . . . . . . . . . . . . . . . 1 Other Definitional Provisions . . . . . . . . . . . . 6

CLOSING; PURCHASE PRICE ADJUSTMENT . . . . . . . . . . . . . . . . 6 2.1 2.2 2.3 2.4 2.5 2.6 2.7 Sale and Transfer of the Assets . Assets Not Transferred. . . . . . Assumed and Excluded Liabilities. Closing . . . . . . . . . . . . . Purchase Price Adjustment . . . . Tax Allocation. . . . . . . . . . Sales and Use Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . 8 . 9 .11 .12 .15 .15

ARTICLE III CONDITIONS TO CLOSING. . . . . . . . . . . . . . . . . . . . . . .16 3.1 3.2 ARTICLE IV Buyer's Obligation. . . . . . . . . . . . . . . . . .16 Seller's Obligation . . . . . . . . . . . . . . . . .16

REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . .17 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 Authority; No Conflicts; Governmental Consents. . . . . . . . . . . . . . . Financial Statements. . . . . . . . . Taxes . . . . . . . . . . . . . . . . Assets Other than Real Property Interests . . . . . . . . . . . . . . Real Property . . . . . . . . . . . . Intellectual Property . . . . . . . . Contracts . . . . . . . . . . . . . . Litigation; Decrees . . . . . . . . . Employee and Related Matters. . . . . Environmental Matters . . . . . . . . Employee and Labor Relations. . . . . Assets of the Division. . . . . . . .

. . . . . . . .17 . . . . . . . .18 . . . . . . . .19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19 .20 .20 .20 .21 .21 .22 .22 .23

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER. . . . . . . . . . . . . .23 5.1 5.2 5.3 5.4 5.5 5.6 Authority; No Conflicts; Governmental Consents. . . . . . . . . . . . . . . Actions and Proceedings, etc. . . . . Availability of Funds . . . . . . . . Buyer's Acknowledgment. . . . . . . . Exon-Florio . . . . . . . . . . . . . No Knowledge of Seller's Breach . . . i

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5.7 ARTICLE VI

Management Ownership. . . . . . . . . . . . . . . . .25

COVENANTS OF SELLER. . . . . . . . . . . . . . . . . . . . . . . .25 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 Access. . . . . . . . . Ordinary Conduct. . . . Insurance . . . . . . . Environmental Study and Title Commitment. . . . Acquisition Proposals . Accounts Receivable . . Non-Competition . . . . . . . . . . . . . . . . . . . . . . Remediation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25 .25 .26 .26 .27 .27 .27 .28

ARTICLE VII COVENANTS OF BUYER . . . . . . . . . . . . . . . . . . . . . . . .29 7.1 7.2 7.3 7.4 7.5 Confidentiality . . . . . . . . . . Accounts Receivable . . . . . . . . Waiver of Bulk Sales Law Compliance Excluded Assets and Inventory . . . Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29 .29 .30 .30 .30

5.7 ARTICLE VI

Management Ownership. . . . . . . . . . . . . . . . .25

COVENANTS OF SELLER. . . . . . . . . . . . . . . . . . . . . . . .25 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 Access. . . . . . . . . Ordinary Conduct. . . . Insurance . . . . . . . Environmental Study and Title Commitment. . . . Acquisition Proposals . Accounts Receivable . . Non-Competition . . . . . . . . . . . . . . . . . . . . . . Remediation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25 .25 .26 .26 .27 .27 .27 .28

ARTICLE VII COVENANTS OF BUYER . . . . . . . . . . . . . . . . . . . . . . . .29 7.1 7.2 7.3 7.4 7.5 7.6 7.7 ARTICLE VIII Confidentiality . . . . . . . . . . Accounts Receivable . . . . . . . . Waiver of Bulk Sales Law Compliance Excluded Assets and Inventory . . . Insurance . . . . . . . . . . . . . Covenant Not to Compete . . . . . . Surety Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29 .29 .30 .30 .30 .30 .31

MUTUAL COVENANTS. . . . . . . . . . . . . . . . . . . . . . .32 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 Permits and Consents. . . . . . . Cooperation . . . . . . . . . . . Reasonable Efforts. . . . . . . . Records . . . . . . . . . . . . . Access to Former Business Records Use of Trademark and Trade Names. Required Modifications or Replacements of Products. . . . . Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32 .33 .33 .33 .34 .34

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ARTICLE IX

EMPLOYEE BENEFIT MATTERS . . . . . . . . . . . . . . . . . . . . .36 9.1 9.2 9.3 9.4 9.5 9.6 9.7 Employee Retention. . . . . . . . . Employee Benefit Plans. . . . . . . Employees Covered by the Collective Bargaining Agreement. . . . . . . . Bargaining Benefit Plans. . . . . . Vacation and Holiday Pay. . . . . . Access to Information . . . . . . . Third-Party Beneficiaries . . . . . . . . . . . . . .36 . . . . . . . . .36 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37 .37 .37 .37 .37

ARTICLE X

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . .38 10.1 10.2 10.3 10.4 Indemnification by Seller . . . . Indemnification by Buyer. . . . . Indemnification for Environmental Matters.. . . . . . . . . . . . . Losses Net of Insurance, Etc. . . ii . . . . . . . . . .38 . . . . . . . . . .38 . . . . . . . . . .39 . . . . . . . . . .40

10.5 10.6 10.7 10.8 ARTICLE XI

Termination of Indemnification. . . . . Procedures Relating to Indemnification (Other than for Tax Claims) . . . . . . Procedures Relating to Indemnification of Tax Claims.. . . . . Survival of Representations . . . . . .

. . . . . . .40 . . . . . . .41 . . . . . . .42 . . . . . . .43

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . .43 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 Assignment. . . . . . . . . . No Third-Party Beneficiaries. Termination . . . . . . . . . Expenses. . . . . . . . . . . Attorneys' Fees . . . . . . . Amendments. . . . . . . . . . Notices . . . . . . . . . . . Interpretation; Exhibits and . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43 .44 .44 .45 .45 .45 .45

10.5 10.6 10.7 10.8 ARTICLE XI

Termination of Indemnification. . . . . Procedures Relating to Indemnification (Other than for Tax Claims) . . . . . . Procedures Relating to Indemnification of Tax Claims.. . . . . Survival of Representations . . . . . .

. . . . . . .40 . . . . . . .41 . . . . . . .42 . . . . . . .43

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . .43 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 Assignment. . . . . . . . . . No Third-Party Beneficiaries. Termination . . . . . . . . . Expenses. . . . . . . . . . . Attorneys' Fees . . . . . . . Amendments. . . . . . . . . . Notices . . . . . . . . . . . Interpretation; Exhibits and Schedules . . . . . . . . . . Counterparts. . . . . . . . . Entire Agreement. . . . . . . Fees. . . . . . . . . . . . . Severability. . . . . . . . . Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43 .44 .44 .45 .45 .45 .45 .46 .46 .46 .47 .47 .47

iii EXHIBITS EXHIBIT A Bill of Sale, Assignment and Assumption Agreement. . . . . . . . A-1 EXHIBIT B Form of Exclusive Manufacturing Agreement. . . . . . . . . . . . B-1 EXHIBIT C Form of Sublease . . . . . . . . . . . . . . . . . . . . . . . . C1 EXHIBIT D Opinion of Gibson, Dunn & Crutcher . . . . . . . . . . . . . . . D-1 EXHIBIT E Opinion of General Counsel of Seller . . . . . . . . . . . . . . E-1 EXHIBIT F Opinion of Foley & Lardner . . . . . . . . . . . . . . . . . . . F-1 EXHIBIT G Form of License Agreement. . . . . . . . . . . . . . . . . . . . G-1 SCHEDULES Schedule 1.1 December Balance Sheet Schedule 2.1(a) Owned Property Schedule 2.1(b) Leased Property Schedule 2.1(e) Intellectual Property Schedule 2.1(j) Certain Excluded Assets Schedule 2.2(l) Accounts Receivable and Bank Accounts Schedule 2.6 Purchase Price Allocation Schedule 4.1 (b) Conflicts (Seller)
Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.11 Taxes Liens Division Properties Intellectual Property Certain Contracts Litigation Seller Plans Labor Matters

Schedule 5.1(b) Conflicts (Buyer) Schedule 6.2 Exceptions to Ordinary Course iv

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of May 27, 1994, between MAGNETEK, INC., a Delaware corporation ("Seller"), and THE LOUIS ALLIS COMPANY, a Wisconsin corporation ("Buyer"). Seller desires to sell to Buyer certain assets (other than excluded assets) relating to the Louis Allis division (the "Division") of Seller. Buyer desires to purchase such assets and is willing to assume certain associated obligations

EXHIBITS EXHIBIT A Bill of Sale, Assignment and Assumption Agreement. . . . . . . . A-1 EXHIBIT B Form of Exclusive Manufacturing Agreement. . . . . . . . . . . . B-1 EXHIBIT C Form of Sublease . . . . . . . . . . . . . . . . . . . . . . . . C1 EXHIBIT D Opinion of Gibson, Dunn & Crutcher . . . . . . . . . . . . . . . D-1 EXHIBIT E Opinion of General Counsel of Seller . . . . . . . . . . . . . . E-1 EXHIBIT F Opinion of Foley & Lardner . . . . . . . . . . . . . . . . . . . F-1 EXHIBIT G Form of License Agreement. . . . . . . . . . . . . . . . . . . . G-1 SCHEDULES Schedule 1.1 December Balance Sheet Schedule 2.1(a) Owned Property Schedule 2.1(b) Leased Property Schedule 2.1(e) Intellectual Property Schedule 2.1(j) Certain Excluded Assets Schedule 2.2(l) Accounts Receivable and Bank Accounts Schedule 2.6 Purchase Price Allocation Schedule 4.1 (b) Conflicts (Seller)
Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.11 Taxes Liens Division Properties Intellectual Property Certain Contracts Litigation Seller Plans Labor Matters

Schedule 5.1(b) Conflicts (Buyer) Schedule 6.2 Exceptions to Ordinary Course iv

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of May 27, 1994, between MAGNETEK, INC., a Delaware corporation ("Seller"), and THE LOUIS ALLIS COMPANY, a Wisconsin corporation ("Buyer"). Seller desires to sell to Buyer certain assets (other than excluded assets) relating to the Louis Allis division (the "Division") of Seller. Buyer desires to purchase such assets and is willing to assume certain associated obligations and liabilities. Accordingly, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act by the SEC, as in effect on the date hereof. "Assets" has the meaning set forth in Section 2.1. "Assigned Contracts" has the meaning set forth in Section 2.1(f). "Assumed Liabilities" has the meaning set forth in Section 2.3. "Bill of Sale, Assignment and Assumption Agreement" means a Bill of Sale, Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A.

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of May 27, 1994, between MAGNETEK, INC., a Delaware corporation ("Seller"), and THE LOUIS ALLIS COMPANY, a Wisconsin corporation ("Buyer"). Seller desires to sell to Buyer certain assets (other than excluded assets) relating to the Louis Allis division (the "Division") of Seller. Buyer desires to purchase such assets and is willing to assume certain associated obligations and liabilities. Accordingly, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act by the SEC, as in effect on the date hereof. "Assets" has the meaning set forth in Section 2.1. "Assigned Contracts" has the meaning set forth in Section 2.1(f). "Assumed Liabilities" has the meaning set forth in Section 2.3. "Bill of Sale, Assignment and Assumption Agreement" means a Bill of Sale, Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A. "Brownsville Facility" has the meaning set forth in Section 2.1(b). "Business Day" means a day other than a Saturday or a Sunday or other day on which commercial banks in Los Angeles are authorized or required by law to close. "Closing Balance Sheet" has the meaning set forth in Section 2.5.

"Closing Date" means the day on which the Closing occurs pursuant to Section 2.4. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collective Bargaining Agreement" means the Labor Agreement between Seller and the International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers Local No. 1131 ("Union"), dated June 1, 1991 and all schedules, appendices and letters of understanding (including as the same relate to any "effects bargaining") related thereto. "Contract" means any contract, agreement, license, lease, sales or purchase order or other legally binding commitment, whether written or oral, to which Seller or the Division is a party and relating primarily to the Division. "Contractual Obligation" means, as to any Person, any provision of any note, bond or security issued by such Person or of any mortgage, indenture, deed of trust, lease, license, franchise, contract, agreement, instrument or undertaking to which such Person is a party or by which it or any of its property or assets is subject. "December Balance Sheet" means the unaudited balance sheet of the Division as of December 31, 1993, attached hereto as Schedule 1.1.

"Closing Date" means the day on which the Closing occurs pursuant to Section 2.4. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collective Bargaining Agreement" means the Labor Agreement between Seller and the International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers Local No. 1131 ("Union"), dated June 1, 1991 and all schedules, appendices and letters of understanding (including as the same relate to any "effects bargaining") related thereto. "Contract" means any contract, agreement, license, lease, sales or purchase order or other legally binding commitment, whether written or oral, to which Seller or the Division is a party and relating primarily to the Division. "Contractual Obligation" means, as to any Person, any provision of any note, bond or security issued by such Person or of any mortgage, indenture, deed of trust, lease, license, franchise, contract, agreement, instrument or undertaking to which such Person is a party or by which it or any of its property or assets is subject. "December Balance Sheet" means the unaudited balance sheet of the Division as of December 31, 1993, attached hereto as Schedule 1.1. "Division Employee" means any employee of Seller working exclusively for the Division on the Closing Date, including any employee on vacation or illness leave on such date. "Employee Benefit Arrangements" means each and all pension, supplemental pension, accidental death and dismemberment, life and health insurance and benefits (including medical, dental, vision and hospitalization), short and long-term disability, savings, bonus, deferred compensation, incentive compensation, holiday, vacation, severance pay, salary continuation, sick pay, sick leave, tuition refund, service award, company car, scholarship, relocation, patent award, fringe benefit, flexible spending account programs and other employee benefit arrangements, plans, contracts, policies or practices providing employee or executive compensation or benefits to Division Employees, other than the Employee Benefit Plans. "Employee Benefit Plans" means each and all "employee benefit plans," as defined in Section 3(3) of ERISA, maintained or contributed to by Seller or in which Seller participates or participated and which provide benefits to Division Employees, 2

including (i) any such plans that are "employee welfare benefit plans" as defined in Section 3(1) of ERISA and (ii) any such plans that are "employee pension benefit plans" as defined in Section 3(2) of ERISA. "Environmental Law" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and any other applicable statutes, regulations, rules, ordinances or codes which relate to the protection of human health or the environment from the effects of Hazardous Materials. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated from time to time thereunder. "Excluded Assets" has the meaning set forth in Section 2.2(b). "Excluded Inventory" has the meaning set forth in Section 2.2(c). "Excluded Liabilities" has the meaning set forth in Section 2.3. "Exclusive Manufacturing Agreement" means the Agreement between Buyer and Seller, substantially in the form

including (i) any such plans that are "employee welfare benefit plans" as defined in Section 3(1) of ERISA and (ii) any such plans that are "employee pension benefit plans" as defined in Section 3(2) of ERISA. "Environmental Law" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and any other applicable statutes, regulations, rules, ordinances or codes which relate to the protection of human health or the environment from the effects of Hazardous Materials. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated from time to time thereunder. "Excluded Assets" has the meaning set forth in Section 2.2(b). "Excluded Inventory" has the meaning set forth in Section 2.2(c). "Excluded Liabilities" has the meaning set forth in Section 2.3. "Exclusive Manufacturing Agreement" means the Agreement between Buyer and Seller, substantially in the form of Exhibit B. "GAAP" means generally accepted accounting principles in the United States of America. "Governmental Authority" means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Hazardous Material" means any substance: (i) which is defined as a hazardous waste, hazardous substance, pollutant or contaminant under any Environmental Law; (ii) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated by any Governmental Authority; or (iii) which contains gasoline, diesel fuel or other petroleum hydrocarbons. "Knowledge of Buyer" means the actual knowledge of any one or more of: Daniel E. Stetler, Philip Beltran, Jerry 3

Borman, Susan Dertz, David Gaylord, Ronald Gray, Michael Gurch or Walter Marquardt. "Knowledge of Seller" means the actual knowledge of any "officer" of Seller as such term is defined in 17 C.F.R. Section 240.16a-1(f), to the extent such officer had, on the date hereof, responsibility for matters that are the subject of such representation and warranty; PROVIDED, HOWEVER, that unless such an officer had (a) actual knowledge to the contrary or (b) direct responsibility at the Division level for the subject matter thereof, such knowledge is based solely upon the representation and warranty in Section 5.6 hereof. "Indemnified Person" means, with respect to any Loss, the Person seeking indemnification hereunder. "Indemnifying Person" means, with respect to any Loss, the Person from whom indemnification is being sought hereunder. "IRS" means the Internal Revenue Service. "License Agreement" means the License Agreement between Buyer and Seller in substantially the form of Exhibit G hereto, relating to the use of certain names. "Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other

Borman, Susan Dertz, David Gaylord, Ronald Gray, Michael Gurch or Walter Marquardt. "Knowledge of Seller" means the actual knowledge of any "officer" of Seller as such term is defined in 17 C.F.R. Section 240.16a-1(f), to the extent such officer had, on the date hereof, responsibility for matters that are the subject of such representation and warranty; PROVIDED, HOWEVER, that unless such an officer had (a) actual knowledge to the contrary or (b) direct responsibility at the Division level for the subject matter thereof, such knowledge is based solely upon the representation and warranty in Section 5.6 hereof. "Indemnified Person" means, with respect to any Loss, the Person seeking indemnification hereunder. "Indemnifying Person" means, with respect to any Loss, the Person from whom indemnification is being sought hereunder. "IRS" means the Internal Revenue Service. "License Agreement" means the License Agreement between Buyer and Seller in substantially the form of Exhibit G hereto, relating to the use of certain names. "Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing). "Loss" means any loss, liability, claim, damage or expense (including reasonable attorneys' fees and disbursements and the costs of investigation). Loss recoverable hereunder is subject to the limitations set forth in Section 10.4. "Material Adverse Effect" means a material adverse effect on (a) the business, operations, property or condition (financial or other) of the Division, taken as a whole or (b) the ability of Seller to consummate the transactions contemplated by this Agreement. "Milwaukee Facility" has the meaning set forth in Section 2.1(a). "Owned Property" has the meaning set forth in Section 2.1(a). "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, 4

unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. "Phase II Report" has the meaning set forth in Section 4.10. "ReCHILL Products" has the meaning set forth on Schedule 2.2(b). "Records" has the meaning set forth in Section 2.1(h). "Required Modification" means, with respect to any product, a modification, improvement or enhancement which is (a) required by any Requirement of Law or (b) otherwise necessary or advisable in Seller's reasonable judgment to permit Seller to meet any duty or obligation owing by Seller to remedy defects or hazards in such products or to provide any warning with respect to any such defects or hazards. Required Modifications may also include, but shall not be limited to, modifications, improvements or enhancements necessary to meet industry standards, or to implement design improvements, or modifications of or supplements to the product's design, quality, components, safety features, labeling, warnings or instructions. Required Modification shall in no event mean or include any modification, improvement or enhancement required by any written warranty covering the relevant product.

unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. "Phase II Report" has the meaning set forth in Section 4.10. "ReCHILL Products" has the meaning set forth on Schedule 2.2(b). "Records" has the meaning set forth in Section 2.1(h). "Required Modification" means, with respect to any product, a modification, improvement or enhancement which is (a) required by any Requirement of Law or (b) otherwise necessary or advisable in Seller's reasonable judgment to permit Seller to meet any duty or obligation owing by Seller to remedy defects or hazards in such products or to provide any warning with respect to any such defects or hazards. Required Modifications may also include, but shall not be limited to, modifications, improvements or enhancements necessary to meet industry standards, or to implement design improvements, or modifications of or supplements to the product's design, quality, components, safety features, labeling, warnings or instructions. Required Modification shall in no event mean or include any modification, improvement or enhancement required by any written warranty covering the relevant product. "Requirement of Law" means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "SEC" means the Securities and Exchange Commission. "Seller Plans" means each and all Employee Benefit Plans and Employee Benefit Arrangements sponsored or maintained by Seller under which any Division Employee participates or is entitled to receive benefits. "Sublease" means the agreement between Buyer and National Electric Coil, Inc. relating to the Brownsville Facility in substantially the form of Exhibit C. "Tax" or "Taxes" means, with respect to any Person, any federal, state, local or foreign net income, gross income, gross receipts, sales, use, transfer, registration, ad valorem, value-added, alternative or add-on minimum, capital, unitary, intangible, franchise, profits, license, withholding, payroll, social security, Medicare, employment, disability, real 5

property, personal, excise, severance, stamp, transfer, occupation, premium, property, windfall profit tax, environmental, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any jurisdiction or other taxing authority, whether or not disputed, on such Person. "Tax Returns" has the meaning set forth in Section 4.3. "Transaction Documents" means (i) this Agreement, (ii) the Bill of Sale, Assignment and Assumption Agreement, (iii) the warranty deeds of conveyance of Owned Property, (iv) the Exclusive Manufacturing Agreement, (v) the Sublease and (vi) the License Agreement. "Transactions" means the transactions contemplated by the Transaction Documents. 1.2 OTHER DEFINITIONAL PROVISIONS. (a) Terms defined in this Agreement in Sections other than Section 1.1 shall have the meanings as so defined when used in this Agreement. (b) As used herein, accounting terms not defined or to the extent not defined, shall have the respective meanings

property, personal, excise, severance, stamp, transfer, occupation, premium, property, windfall profit tax, environmental, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any jurisdiction or other taxing authority, whether or not disputed, on such Person. "Tax Returns" has the meaning set forth in Section 4.3. "Transaction Documents" means (i) this Agreement, (ii) the Bill of Sale, Assignment and Assumption Agreement, (iii) the warranty deeds of conveyance of Owned Property, (iv) the Exclusive Manufacturing Agreement, (v) the Sublease and (vi) the License Agreement. "Transactions" means the transactions contemplated by the Transaction Documents. 1.2 OTHER DEFINITIONAL PROVISIONS. (a) Terms defined in this Agreement in Sections other than Section 1.1 shall have the meanings as so defined when used in this Agreement. (b) As used herein, accounting terms not defined or to the extent not defined, shall have the respective meanings given to them under GAAP. (c) Unless express reference is made to Business Days, references to days shall be to calendar days. ARTICLE II CLOSING; PURCHASE PRICE ADJUSTMENT 2.1 SALE AND TRANSFER OF THE ASSETS. Subject to the terms and conditions of this Agreement, on the Closing Date Seller will sell, convey, transfer, assign and deliver to Buyer all of Seller's right, title and interest in and to the following assets (except the Excluded Assets) of Seller, to the extent that they are used primarily in the operations of the Division, as the same shall exist on the Closing Date (collectively, the "Assets"): (a) the real property (including all buildings, improvements and structures located thereon and all rights, privileges, easements and appurtenances thereto) located at 385 and 427 East Stewart Street, Milwaukee, Wisconsin (the "Milwaukee Facility") described on Schedule 2.1(a) (the "Owned Property"); 6

(b) an interest, pursuant to the Sublease, in the leasehold interest relating to the facility used by the Division in Brownsville, Texas (the "Brownsville Facility") listed on Schedule 2.1(b) (the "Leased Property"); (c) all tangible personal property, including, without limitation, the fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, patterns, machinery, equipment, computer equipment (including software), located upon or affixed to or normally located in, at or upon, even if temporarily removed from, any of the Division Property (collectively, including the fixtures, the "Equipment"); (d) all inventory, including without limitation, raw materials, work-in-process, finished goods, packaging materials, spare parts and supplies (the "Inventory"); (e) subject to the limited rights retained in Section 8.6, the trademarks, trade names, patents, service marks, copyrights (whether registered or unregistered) and pending applications for the foregoing listed on Schedule 2.1(e) (the "Intellectual Property"); (f) all Contracts (including but not limited to all Contracts listed on Schedule 4.7 and all Contracts entered into by the Division through the Closing Date), provided that any Contract that requires the consent to assignment of a party thereto which consent has not been obtained prior to the Closing Date pursuant to Section 8.1 shall be deemed Assigned Contracts only to the extent therein provided (the "Assigned Contracts");

(b) an interest, pursuant to the Sublease, in the leasehold interest relating to the facility used by the Division in Brownsville, Texas (the "Brownsville Facility") listed on Schedule 2.1(b) (the "Leased Property"); (c) all tangible personal property, including, without limitation, the fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, patterns, machinery, equipment, computer equipment (including software), located upon or affixed to or normally located in, at or upon, even if temporarily removed from, any of the Division Property (collectively, including the fixtures, the "Equipment"); (d) all inventory, including without limitation, raw materials, work-in-process, finished goods, packaging materials, spare parts and supplies (the "Inventory"); (e) subject to the limited rights retained in Section 8.6, the trademarks, trade names, patents, service marks, copyrights (whether registered or unregistered) and pending applications for the foregoing listed on Schedule 2.1(e) (the "Intellectual Property"); (f) all Contracts (including but not limited to all Contracts listed on Schedule 4.7 and all Contracts entered into by the Division through the Closing Date), provided that any Contract that requires the consent to assignment of a party thereto which consent has not been obtained prior to the Closing Date pursuant to Section 8.1 shall be deemed Assigned Contracts only to the extent therein provided (the "Assigned Contracts"); (g) all transferable business licenses and permits used primarily in or relating primarily to the Division or the Assets (the "Permits"); (h) all books and records (other than historical accounting, financial and Tax records), plans and specifications, surveys and title policies relating to the Owned Property, sales literature, product information, employment, records and files and all other information and/or data related to or used by Seller primarily in connection with the Assets and the operation of the Division and located at the Milwaukee Facility (the "Records"); (i) all insurance proceeds paid or payable by any insurance provider for any Asset that is destroyed or damaged after the date hereof and prior to the Closing Date; (j) all accounts receivable and notes receivable of Seller on the Closing Date arising exclusively out of the activities of the Division, all cash and cash equivalents (except for amounts required to cover payment of outstanding 7

checks) in Division bank accounts on the Closing Date, all prepaid items and deposits paid by Seller exclusively in connection with the Division (to the extent reflected on the Closing Balance Sheet) a list of which, as of April 2, 1994, together with the names of the Division's bank accounts (noting which such accounts may not be transferred to Buyer), is attached hereto as Schedule 2.1(j); and (k) all goodwill appurtenant to the foregoing Assets. 2.2 ASSETS NOT TRANSFERRED. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Seller (the "Excluded Assets"): (a) all rights, properties, and assets which have been used or held for use in connection with the Division and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided such transfers and disposals shall have been in the ordinary course of the business of the Division; (b) all rights of Seller relating to "ReCHILL" Products, including, without limitation, all rights of Seller under its agreement with The Trane Company, as more fully described on Schedule 2.2(b), and all related Records (including records that would constitute Records under the definition thereof set forth in Section 2.1(h) if such records related to an Asset), provided that, in the event such Records cannot be segregated in a commercially reasonable manner from the Records or Assets or from records or assets of Buyer generated or acquired on or

checks) in Division bank accounts on the Closing Date, all prepaid items and deposits paid by Seller exclusively in connection with the Division (to the extent reflected on the Closing Balance Sheet) a list of which, as of April 2, 1994, together with the names of the Division's bank accounts (noting which such accounts may not be transferred to Buyer), is attached hereto as Schedule 2.1(j); and (k) all goodwill appurtenant to the foregoing Assets. 2.2 ASSETS NOT TRANSFERRED. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Seller (the "Excluded Assets"): (a) all rights, properties, and assets which have been used or held for use in connection with the Division and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided such transfers and disposals shall have been in the ordinary course of the business of the Division; (b) all rights of Seller relating to "ReCHILL" Products, including, without limitation, all rights of Seller under its agreement with The Trane Company, as more fully described on Schedule 2.2(b), and all related Records (including records that would constitute Records under the definition thereof set forth in Section 2.1(h) if such records related to an Asset), provided that, in the event such Records cannot be segregated in a commercially reasonable manner from the Records or Assets or from records or assets of Buyer generated or acquired on or after the Closing Date, Seller shall have access to such Records pursuant to Section 8.5 hereof; (c) the inventory of the Division (wherever located) on the Closing Date of Louis Allis explosion-proof motors and "EVIG" finished good inventories (the "Excluded Inventory"); (d) rights to or claims for refunds or rebates of Taxes and other governmental charges and the benefit of net operating loss carryforwards, carrybacks or other tax benefits or credits of Seller, in each case whether or not attributable to the Division; (e) claims or rights against third parties, including, without limitation, claims or counterclaims arising in respect of the litigation titled WRIGHT-SCHUCART VS. MAGNETEK, ET AL., (including the existing judgment in Seller's favor) other than claims or rights against third parties arising with respect to events or breaches occurring after the Closing 8

Date under the Assigned Contracts; PROVIDED, HOWEVER, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts solely in respect of Excluded Assets or Excluded Liabilities hereunder shall be Excluded Assets; (f) except as set forth in Section 2.1(i), all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (g) proprietary or confidential business or technical information, records and policies that relate generally to Seller or any of its Affiliates and are not used primarily in the Division, including, without limitation, organization manuals and strategic plans; (h) subject to the limited rights granted in Section 8.6, all "MagneTek" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the name "MagneTek," the mark MagneTek or any derivative thereof and the MagneTek logo or any derivative thereof, and Seller's proprietary computer programs or other software, including but not limited to Seller's proprietary data bases, accounting and reporting formats, systems and procedures; (i) all Records relating to pending lawsuits to which Seller is a party and which involve the Division; (j) the "back-up" annuity policy of Seller purchased from Metropolitan Life Insurance Company for the benefit of

Date under the Assigned Contracts; PROVIDED, HOWEVER, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts solely in respect of Excluded Assets or Excluded Liabilities hereunder shall be Excluded Assets; (f) except as set forth in Section 2.1(i), all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (g) proprietary or confidential business or technical information, records and policies that relate generally to Seller or any of its Affiliates and are not used primarily in the Division, including, without limitation, organization manuals and strategic plans; (h) subject to the limited rights granted in Section 8.6, all "MagneTek" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the name "MagneTek," the mark MagneTek or any derivative thereof and the MagneTek logo or any derivative thereof, and Seller's proprietary computer programs or other software, including but not limited to Seller's proprietary data bases, accounting and reporting formats, systems and procedures; (i) all Records relating to pending lawsuits to which Seller is a party and which involve the Division; (j) the "back-up" annuity policy of Seller purchased from Metropolitan Life Insurance Company for the benefit of certain retirees who previously were employed in the business of the Division; (k) all other assets of Seller, including but not limited to assets used by Seller or its Affiliates in other businesses of Seller or its Affiliates and assets used primarily in connection with Seller's corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Division. 2.3 ASSUMED AND EXCLUDED LIABILITIES. (a) On the Closing Date, Buyer shall execute and deliver to Seller the Bill of Sale, Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge when due, only the following liabilities and obligations of Seller pertaining to the Assets and the Division (collectively, the "Assumed Liabilities"): 9

(i) all of the accounts payable, accrued pay, other accrued expenses and any other items shown as "current liabilities" on the Closing Balance Sheet; (ii) all liabilities and obligations of Seller which pertain to or are to be performed during the period following the Closing Date and which arise under any of the Assigned Contracts; (iii) the liabilities expressly assumed by Buyer in Section 2.7 and Article IX of this Agreement, and any other liabilities expressly assumed by Buyer hereunder; (iv) all liabilities and obligations under open purchase orders that were entered into by Seller on behalf of the Division and which provide for the delivery of goods or services (and in either case for payment) subsequent to the Closing Date; (v) all obligations and liabilities in respect of real or personal property Taxes, utilities, gas and other services pertaining to periods after the Closing Date; (vi) all liabilities for (a) warranty claims made after the Closing Date for service, repair, replacement and similar work with respect to products sold or services provided before the Closing Date, unless written notice of such claim has been delivered to Seller within the two-year period following the Closing Date; (b) workers compensation claims made after the Closing Date, regardless of the date of injury; (c) product liability claims

(i) all of the accounts payable, accrued pay, other accrued expenses and any other items shown as "current liabilities" on the Closing Balance Sheet; (ii) all liabilities and obligations of Seller which pertain to or are to be performed during the period following the Closing Date and which arise under any of the Assigned Contracts; (iii) the liabilities expressly assumed by Buyer in Section 2.7 and Article IX of this Agreement, and any other liabilities expressly assumed by Buyer hereunder; (iv) all liabilities and obligations under open purchase orders that were entered into by Seller on behalf of the Division and which provide for the delivery of goods or services (and in either case for payment) subsequent to the Closing Date; (v) all obligations and liabilities in respect of real or personal property Taxes, utilities, gas and other services pertaining to periods after the Closing Date; (vi) all liabilities for (a) warranty claims made after the Closing Date for service, repair, replacement and similar work with respect to products sold or services provided before the Closing Date, unless written notice of such claim has been delivered to Seller within the two-year period following the Closing Date; (b) workers compensation claims made after the Closing Date, regardless of the date of injury; (c) product liability claims made after the Closing Date for injuries, property damage or other Losses arising with respect to products sold or services provided before the Closing Date, unless written notice of such claim has been delivered to Seller within the two-year period following the Closing Date; and (d) all litigation, arbitration, civil or governmental proceedings, labor grievances or complaints or similar matters filed after the Closing Date and not referred to on Schedule 4.8 or Schedule 4.11, regardless of the date on which the related claim or Loss arose; (vii) all liabilities and obligations arising from the operation of the Division from and after the Closing Date. (b) Notwithstanding Section 2.3(a) above, the Assumed Liabilities shall in no event include the following liabilities (the "Excluded Liabilities"): 10

(i) any liability of Seller arising under or relating to the settlements entered into in 1992 in respect of the lawsuits filed against Seller by the United States Department of Labor and by the International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers; (ii) any liability in respect of litigation currently pending against Seller; (iii) any liability, responsibility or obligation with respect to (a) any Seller Plan (including, without limitation, for any retirement benefits due with respect to persons previously employed by the Division and who retired prior to the Closing Date), except as provided in Article IX, and excluding any Assigned Contract and (b) any payments required to be made by virtue of retention bonus plans or agreements of Seller disclosed on Schedule 4.7 as "Stay and Pay Agreements"; (iv) any liability for (a) warranty claims made after the Closing Date for service, repair, replacement and similar work required under Seller's written warranties with respect to products sold or services provided prior to the Closing, the expenses of which, at shop level cost (direct materials plus labor and variable overhead), in the aggregate exceed the warranty reserve on the Closing Balance Sheet, (b) claims under health insurance plans of Seller for covered Division Employees with respect to services rendered prior to the Closing Date or (c) any product liability claims for injuries, property damage or other Losses, arising with respect to products sold or services provided prior to the Closing Date, but only if written notice of such claims described in clause (a), (b) or (c) shall have been delivered to Seller within the two-year period following the Closing Date; (v) any liability for Taxes attributable to the ownership or operation of the Division for any period ending on or prior to the Closing Date, excluding the Taxes covered by

(i) any liability of Seller arising under or relating to the settlements entered into in 1992 in respect of the lawsuits filed against Seller by the United States Department of Labor and by the International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers; (ii) any liability in respect of litigation currently pending against Seller; (iii) any liability, responsibility or obligation with respect to (a) any Seller Plan (including, without limitation, for any retirement benefits due with respect to persons previously employed by the Division and who retired prior to the Closing Date), except as provided in Article IX, and excluding any Assigned Contract and (b) any payments required to be made by virtue of retention bonus plans or agreements of Seller disclosed on Schedule 4.7 as "Stay and Pay Agreements"; (iv) any liability for (a) warranty claims made after the Closing Date for service, repair, replacement and similar work required under Seller's written warranties with respect to products sold or services provided prior to the Closing, the expenses of which, at shop level cost (direct materials plus labor and variable overhead), in the aggregate exceed the warranty reserve on the Closing Balance Sheet, (b) claims under health insurance plans of Seller for covered Division Employees with respect to services rendered prior to the Closing Date or (c) any product liability claims for injuries, property damage or other Losses, arising with respect to products sold or services provided prior to the Closing Date, but only if written notice of such claims described in clause (a), (b) or (c) shall have been delivered to Seller within the two-year period following the Closing Date; (v) any liability for Taxes attributable to the ownership or operation of the Division for any period ending on or prior to the Closing Date, excluding the Taxes covered by Section 2.7; and (vi) any liability arising under a Contractual Obligation of Seller which is required to be, but is not, disclosed on Schedule 4.7. 2.4 CLOSING. The closing (the "Closing") of the purchase and sale of the Assets shall be held at the offices of Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin, at 9:00 a.m. on May 27, 1994, or if the conditions to Closing set forth in Article III shall not have been satisfied 11

or waived by such date, subject to Section 11.3, as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the "Closing Date." At the Closing, Buyer shall deliver to Seller by wire transfer (to a bank account designated at least two business days prior to the Closing Date in writing by Seller) immediately available funds in an amount equal to the sum of $8,300,000 (eight million three hundred thousand dollars, hereinafter, the "Purchase Price"), plus or minus an estimate, if the parties mutually agree prior to the Closing Date with respect thereto, of any adjustment to the Purchase Price under Section 2.5 (the Purchase Price plus or minus such estimate of any adjustment under Section 2.5 being hereinafter called the "Closing Date Amount"), and such other documents as are required by this Agreement. At the Closing, Seller shall deliver or cause to be delivered to Buyer (a) the Bill of Sale, Assignment and Assumption Agreement, (b) warranty deeds in recordable form for the Owned Property, (c) the documents and agreements referred to in Section 3.1(d) hereof and (d) such other instruments of transfer and documents required by this Agreement or as Buyer may reasonably request, and Buyer shall deliver to Seller (a) the Bill of Sale, Assignment and Assumption Agreement, (b) the documents and agreements referred to in Sections 2.7 and 3.2 hereof, (c) insurance certificates evidencing compliance with Section 7.5 hereof and (d) such other instruments of assumption and documents required by this Agreement or as Seller may reasonably request. In addition, Seller shall deliver to Buyer at the Closing a certificate in form and substance satisfactory to Buyer, duly executed and acknowledged, certifying that Seller is not a foreign person within the meaning of Section 1445(f) (3) of the Code, and any corresponding affidavit or certificate required for state tax purposes. 2.5 PURCHASE PRICE ADJUSTMENT.

or waived by such date, subject to Section 11.3, as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the "Closing Date." At the Closing, Buyer shall deliver to Seller by wire transfer (to a bank account designated at least two business days prior to the Closing Date in writing by Seller) immediately available funds in an amount equal to the sum of $8,300,000 (eight million three hundred thousand dollars, hereinafter, the "Purchase Price"), plus or minus an estimate, if the parties mutually agree prior to the Closing Date with respect thereto, of any adjustment to the Purchase Price under Section 2.5 (the Purchase Price plus or minus such estimate of any adjustment under Section 2.5 being hereinafter called the "Closing Date Amount"), and such other documents as are required by this Agreement. At the Closing, Seller shall deliver or cause to be delivered to Buyer (a) the Bill of Sale, Assignment and Assumption Agreement, (b) warranty deeds in recordable form for the Owned Property, (c) the documents and agreements referred to in Section 3.1(d) hereof and (d) such other instruments of transfer and documents required by this Agreement or as Buyer may reasonably request, and Buyer shall deliver to Seller (a) the Bill of Sale, Assignment and Assumption Agreement, (b) the documents and agreements referred to in Sections 2.7 and 3.2 hereof, (c) insurance certificates evidencing compliance with Section 7.5 hereof and (d) such other instruments of assumption and documents required by this Agreement or as Seller may reasonably request. In addition, Seller shall deliver to Buyer at the Closing a certificate in form and substance satisfactory to Buyer, duly executed and acknowledged, certifying that Seller is not a foreign person within the meaning of Section 1445(f) (3) of the Code, and any corresponding affidavit or certificate required for state tax purposes. 2.5 PURCHASE PRICE ADJUSTMENT. (a) Within 60 days after the Closing Date, Seller shall prepare and deliver to Buyer a balance sheet of the Division as of the close of business on the Closing Date comprising the Assets and the outstanding Assumed Liabilities (the "Closing Balance Sheet"). For purposes of preparing the Closing Balance Sheet, Buyer shall make Division Employees available to Seller (without charge) and such employees shall, for the purpose of assisting Seller in preparing the Closing Balance Sheet, be instructed by Buyer to act at Seller's direction. During the 30 days immediately following Buyer's receipt of the Closing Balance Sheet, Buyer shall be entitled to review the Closing Balance Sheet and Seller's working papers relating to the Closing Balance Sheet, and Seller shall provide 12

Buyer access at all reasonable times to its personnel, properties, books and records to the extent relevant and not comprising Assets. The Closing Balance Sheet shall become final and binding upon the parties on the thirtieth day following delivery thereof unless Buyer gives written notice to Seller of its disagreement with the method of presentation of the Closing Balance Sheet (a "Notice of Disagreement") prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Seller with respect to the Closing Balance Sheet, then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days immediately following the delivery of any Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement. During such period, Buyer and Seller shall each have access to the other party's working papers prepared in connection with the other party's preparation of a Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in any Notice of Disagreement, and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute. The Closing Balance Sheet, with such adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding on Buyer and Seller on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be Arthur Andersen, or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The cost of any arbitration (including the

Buyer access at all reasonable times to its personnel, properties, books and records to the extent relevant and not comprising Assets. The Closing Balance Sheet shall become final and binding upon the parties on the thirtieth day following delivery thereof unless Buyer gives written notice to Seller of its disagreement with the method of presentation of the Closing Balance Sheet (a "Notice of Disagreement") prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Seller with respect to the Closing Balance Sheet, then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days immediately following the delivery of any Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement. During such period, Buyer and Seller shall each have access to the other party's working papers prepared in connection with the other party's preparation of a Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in any Notice of Disagreement, and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute. The Closing Balance Sheet, with such adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding on Buyer and Seller on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be Arthur Andersen, or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.5 shall be borne 50% by Buyer and 50% by Seller. (b) The Purchase Price shall be adjusted (after giving effect to the payment of the Closing Date Amount) such that the Purchase Price is (i) increased, to the extent that (A) current Assets of the Division increase (B) Assumed Liabilities of the Division decrease or (C) the aggregate net book value of plant and equipment increases, in each case from the amount reflected on the December Balance Sheet, and (ii) decreased, to the extent that (x) current Assets of the Division decrease, (y) Assumed Liabilities increase or (z) the aggregate net book value of plant and equipment decreases, in 13

each case from the amount reflected on the December Balance Sheet. The adjustments referred to in the foregoing clauses (i) and (ii) shall be cumulative as to each category. The Purchase Price shall be adjusted upward or downward, dollar for dollar, in respect of any such negative or positive adjustment; PROVIDED, HOWEVER, that no adjustment to the Purchase Price pursuant to this Section 2.5 shall be made unless such adjustment would exceed $50,000, and if the adjustment would exceed $50,000, then the full amount of the adjustment shall be made; provided, however, that the estimated adjustment, if any, included in the Closing Date Amount shall be taken into account in determining whether such threshold is met. Any required adjustment to the Purchase Price pursuant to this Section 2.5 shall be referred to as the "Purchase Price Adjustment." (c) The Closing Balance Sheet shall be prepared in accordance with GAAP, applied in a manner consistent with that followed in the preparation of the December Balance Sheet, subject to the following: (i) inventory shall be reduced by book value on the Closing Date of the Excluded Inventory, but only to the extent that such inventory is in merchantable condition on the Closing Date, and is maintained in accordance with Section 7.4 hereof; (ii) the Closing Balance Sheet shall not reflect any provision for Taxes (whether as an asset or a liability); (iii) intercompany accounts receivable and intercompany liabilities shall not be eliminated; (iv) all Excluded Assets (and related depreciation and reserves) shall be eliminated; and (v) all Excluded Liabilities (and related reserves) shall be eliminated.

each case from the amount reflected on the December Balance Sheet. The adjustments referred to in the foregoing clauses (i) and (ii) shall be cumulative as to each category. The Purchase Price shall be adjusted upward or downward, dollar for dollar, in respect of any such negative or positive adjustment; PROVIDED, HOWEVER, that no adjustment to the Purchase Price pursuant to this Section 2.5 shall be made unless such adjustment would exceed $50,000, and if the adjustment would exceed $50,000, then the full amount of the adjustment shall be made; provided, however, that the estimated adjustment, if any, included in the Closing Date Amount shall be taken into account in determining whether such threshold is met. Any required adjustment to the Purchase Price pursuant to this Section 2.5 shall be referred to as the "Purchase Price Adjustment." (c) The Closing Balance Sheet shall be prepared in accordance with GAAP, applied in a manner consistent with that followed in the preparation of the December Balance Sheet, subject to the following: (i) inventory shall be reduced by book value on the Closing Date of the Excluded Inventory, but only to the extent that such inventory is in merchantable condition on the Closing Date, and is maintained in accordance with Section 7.4 hereof; (ii) the Closing Balance Sheet shall not reflect any provision for Taxes (whether as an asset or a liability); (iii) intercompany accounts receivable and intercompany liabilities shall not be eliminated; (iv) all Excluded Assets (and related depreciation and reserves) shall be eliminated; and (v) all Excluded Liabilities (and related reserves) shall be eliminated. (d) Buyer agrees, with respect to Purchase Price Adjustments, that following the Closing, Buyer will not take any actions with respect to the accounting books, records, policies and procedures of the Division on which the Closing Balance Sheet is to be based that are not consistent with GAAP applied in the manner consistent with the past practices of the Division. (e) Within thirty (30) days after the receipt by Buyer of the Closing Balance Sheet in accordance with Section 2.5 (a) hereof, Buyer shall remit to Seller or Seller 14

shall remit to Buyer, as the case may be, in immediately available funds, any undisputed amount as to which there is required to be a Purchase Price Adjustment. With respect to any items that are the subject of a Notice of Disagreement, payment shall be made in immediately available funds within three (3) Business Days after the resolution thereof pursuant to Section 2.5(a). Each payment pursuant to this Section 2.5 shall be made with interest on the amount of the payment at an annual rate equal to the reference rate quoted by the San Francisco branch of Bank of America on the Closing Date for the period from the Closing Date to the date of payment, computed on the basis of a 360-day year and actual days elapsed. (f) Gas, utility, real estate Taxes and similar obligations that are being assumed by Buyer shall be prorated between the parties based upon the days elapsed in the applicable payment period and reflected in Purchase Price Adjustments. 2.6 TAX ALLOCATION. Buyer and Seller shall allocate the Purchase Price plus the Assumed Liabilities (to the extent identifiable or reasonably estimable as of the date hereof) to broad categories constituting components of the Assets in accordance with Schedule 2.6 (as the same may be updated as of the Closing to reflect changes in the Assets or Assumed Liabilities occurring after the date thereof and prior to the Closing Date). Buyer and Seller shall report the purchase and sale of the Assets in accordance with the agreed-upon allocation among such broad categories for all Tax purposes (including the filing of the forms prescribed under Section 1060 of the Code and the Treasury Regulations promulgated thereunder). Within ten days from the filing thereof, Buyer and Seller shall provide each other with IRS Forms 8594 (and any state or local equivalent form) reflecting such allocation which shall be filed with the IRS and any applicable Governmental Authority. 2.7 SALES AND USE TAX. Buyer and Seller shall share equally and shall cooperate in preparing, executing

shall remit to Buyer, as the case may be, in immediately available funds, any undisputed amount as to which there is required to be a Purchase Price Adjustment. With respect to any items that are the subject of a Notice of Disagreement, payment shall be made in immediately available funds within three (3) Business Days after the resolution thereof pursuant to Section 2.5(a). Each payment pursuant to this Section 2.5 shall be made with interest on the amount of the payment at an annual rate equal to the reference rate quoted by the San Francisco branch of Bank of America on the Closing Date for the period from the Closing Date to the date of payment, computed on the basis of a 360-day year and actual days elapsed. (f) Gas, utility, real estate Taxes and similar obligations that are being assumed by Buyer shall be prorated between the parties based upon the days elapsed in the applicable payment period and reflected in Purchase Price Adjustments. 2.6 TAX ALLOCATION. Buyer and Seller shall allocate the Purchase Price plus the Assumed Liabilities (to the extent identifiable or reasonably estimable as of the date hereof) to broad categories constituting components of the Assets in accordance with Schedule 2.6 (as the same may be updated as of the Closing to reflect changes in the Assets or Assumed Liabilities occurring after the date thereof and prior to the Closing Date). Buyer and Seller shall report the purchase and sale of the Assets in accordance with the agreed-upon allocation among such broad categories for all Tax purposes (including the filing of the forms prescribed under Section 1060 of the Code and the Treasury Regulations promulgated thereunder). Within ten days from the filing thereof, Buyer and Seller shall provide each other with IRS Forms 8594 (and any state or local equivalent form) reflecting such allocation which shall be filed with the IRS and any applicable Governmental Authority. 2.7 SALES AND USE TAX. Buyer and Seller shall share equally and shall cooperate in preparing, executing and filing use and sales Tax returns relating to, and shall share equally and pay when due, any and all sales, real estate, transfer, use or similar Tax due with regard to, the purchase and sale of the Assets. The Closing Date Amount shall, to the extent reasonably feasible, reflect the parties' estimates with regard to such Taxes. Such Tax Returns shall be prepared in a manner that is consistent with the allocation of the Purchase Price and Assumed Liabilities contemplated by Section 2.6. Buyer shall also furnish Seller with a form of resale certificate that complies with the requirements of Wisconsin, Texas and other applicable state taxation laws. Buyer and Seller shall cooperate and use reasonable efforts to minimize the Tax liabilities referred to in this Section 2.7. 15

ARTICLE III CONDITIONS TO CLOSING 3.1 BUYER'S OBLIGATION. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer in writing) as of the Closing of the following conditions: (a) The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects as of the date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing; and Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (b) Buyer shall have received an opinion dated the Closing Date of Gibson, Dunn & Crutcher, counsel to Seller, as to the matters set forth in Exhibit D, an opinion dated the Closing Date of Samuel A. Miley, Esq., General Counsel of Seller, as to the matters set forth in Exhibit E, and an opinion dated the Closing Date of Richards, Layton & Finger, special Delaware counsel to Seller, which opinions shall be reasonably satisfactory in form to Buyer. (c) No injunction or order shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction that would restrain or prohibit any of the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any person seeks such a remedy (if in the written opinion of

ARTICLE III CONDITIONS TO CLOSING 3.1 BUYER'S OBLIGATION. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer in writing) as of the Closing of the following conditions: (a) The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects as of the date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing; and Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (b) Buyer shall have received an opinion dated the Closing Date of Gibson, Dunn & Crutcher, counsel to Seller, as to the matters set forth in Exhibit D, an opinion dated the Closing Date of Samuel A. Miley, Esq., General Counsel of Seller, as to the matters set forth in Exhibit E, and an opinion dated the Closing Date of Richards, Layton & Finger, special Delaware counsel to Seller, which opinions shall be reasonably satisfactory in form to Buyer. (c) No injunction or order shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction that would restrain or prohibit any of the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any person seeks such a remedy (if in the written opinion of counsel to Buyer there exists a reasonable risk of a material adverse result in such pending action or proceeding). (d) Seller shall have executed and delivered the Exclusive Manufacturing Agreement, the Sublease and the License Agreement. 3.2 SELLER'S OBLIGATION. The obligations of Seller to sell and deliver the Assets to Buyer are subject to the satisfaction (or waiver by Seller in writing) as of the Closing of the following conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material 16

respects as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to Seller a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing. (b) Seller shall have received an opinion dated the Closing Date of Foley & Lardner, counsel to Buyer, as to the matters set forth in Exhibit F, which opinion shall be reasonably satisfactory in form to Seller. (c) No injunction or order shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction that would restrain or prohibit the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any person seeks such a remedy (if in the written opinion of counsel to Seller there exists a reasonable risk of a materially adverse result in such pending action or proceeding). (d) Buyer shall have executed and delivered the Exclusive Manufacturing Agreement, the Sublease and the License Agreement. (e) Continental Bank Letter of Credit No. C7242246 in the amount of $847,500 issued to Seller in respect of the Division shall have been returned to Seller and replaced (or the obligation to maintain such letter of credit extinguished) by Buyer.

respects as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to Seller a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing. (b) Seller shall have received an opinion dated the Closing Date of Foley & Lardner, counsel to Buyer, as to the matters set forth in Exhibit F, which opinion shall be reasonably satisfactory in form to Seller. (c) No injunction or order shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction that would restrain or prohibit the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any person seeks such a remedy (if in the written opinion of counsel to Seller there exists a reasonable risk of a materially adverse result in such pending action or proceeding). (d) Buyer shall have executed and delivered the Exclusive Manufacturing Agreement, the Sublease and the License Agreement. (e) Continental Bank Letter of Credit No. C7242246 in the amount of $847,500 issued to Seller in respect of the Division shall have been returned to Seller and replaced (or the obligation to maintain such letter of credit extinguished) by Buyer. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer as follows: 4.1 AUTHORITY; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions have been duly and 17

properly taken. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller under, any provision of (i) the Certificate of Incorporation or By-Laws of Seller, (ii) subject to the matters disclosed in Schedule 4.1(b), any Contractual Obligation of Seller or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, Requirement of Law applicable to Seller or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not have a Material Adverse Effect. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Seller in connection with the execution and delivery of the Transaction Documents or the consummation of the Transactions contemplated hereby, other than (A) compliance with and filings under Section

properly taken. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller under, any provision of (i) the Certificate of Incorporation or By-Laws of Seller, (ii) subject to the matters disclosed in Schedule 4.1(b), any Contractual Obligation of Seller or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, Requirement of Law applicable to Seller or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not have a Material Adverse Effect. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Seller in connection with the execution and delivery of the Transaction Documents or the consummation of the Transactions contemplated hereby, other than (A) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws, (C) those that may be required solely by reason of Buyer's participation in the transactions contemplated hereby, and (D) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect. 4.2 FINANCIAL STATEMENTS. To the Knowledge of Seller, the December Balance Sheet was prepared in accordance with GAAP consistently applied, and fairly presents the financial condition of the Division as of December 31, 1993 except: (a) as set forth therein, (b) for the absence of footnotes and (c) for normal recurring adjustments. 18

4.3 TAXES. (a) Except as disclosed on Schedule 4.3, Seller, and any affiliated group within the meaning of Section 1504 of the Code, of which Seller is or has been a member (the "Affiliated Group," but only for the taxable period during which Seller has been a member thereof), have filed or caused to be filed in a timely manner (within any applicable extension periods) with the appropriate Governmental Authority (i) all Tax returns, reports and forms (collectively, "Tax Returns") required to be filed by the Code or by applicable laws, (ii) all Taxes shown on such Tax Returns have been timely paid in full by the due date thereof, (iii) no Tax Liens or assessments have been filed by any Tax authority against any property or assets of the Division, and (iv) to the Knowledge of Seller, no claims are being asserted in writing with respect to any Taxes relating to the Division. (b) Except as set forth in Schedule 4.3, (i) no property of the Division is "tax exempt use property" within the meaning of Section 168(h) of the Code, and (ii) the Assigned Contracts do not include any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954. (c) Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. 4.4 ASSETS OTHER THAN REAL PROPERTY INTERESTS. Seller has good and valid title to all Assets reflected on the December Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of such December Balance Sheet in the ordinary course of business consistent with past practice, in each case free and clear of all Liens except (a) such as are disclosed on Schedule 4.4 and (b) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, Liens for Taxes and other governmental charges which are not yet due and payable or which may thereafter be paid without penalty, and other imperfections of title, restrictions or

4.3 TAXES. (a) Except as disclosed on Schedule 4.3, Seller, and any affiliated group within the meaning of Section 1504 of the Code, of which Seller is or has been a member (the "Affiliated Group," but only for the taxable period during which Seller has been a member thereof), have filed or caused to be filed in a timely manner (within any applicable extension periods) with the appropriate Governmental Authority (i) all Tax returns, reports and forms (collectively, "Tax Returns") required to be filed by the Code or by applicable laws, (ii) all Taxes shown on such Tax Returns have been timely paid in full by the due date thereof, (iii) no Tax Liens or assessments have been filed by any Tax authority against any property or assets of the Division, and (iv) to the Knowledge of Seller, no claims are being asserted in writing with respect to any Taxes relating to the Division. (b) Except as set forth in Schedule 4.3, (i) no property of the Division is "tax exempt use property" within the meaning of Section 168(h) of the Code, and (ii) the Assigned Contracts do not include any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954. (c) Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. 4.4 ASSETS OTHER THAN REAL PROPERTY INTERESTS. Seller has good and valid title to all Assets reflected on the December Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of such December Balance Sheet in the ordinary course of business consistent with past practice, in each case free and clear of all Liens except (a) such as are disclosed on Schedule 4.4 and (b) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, Liens for Taxes and other governmental charges which are not yet due and payable or which may thereafter be paid without penalty, and other imperfections of title, restrictions or encumbrances, if any, which Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, materially impair the continued use and operation of the specific assets to which they relate (the Liens described in the preceding clause (b) are hereinafter referred to collectively as "Permitted Liens"). This Section 4.4 does not relate to real property or interests in real property, such items being the subject of Section 4.5. 19

4.5 REAL PROPERTY. Schedule 4.5 sets forth a complete list of all Owned Properties and a complete list of all Leased Properties and, as to Leased Property, identifies any leases relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually as a "Division Property" and collectively as "Division Properties"). Seller has good, marketable and insurable fee title to all Owned Property, free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (i) Permitted Liens, (ii) easements, covenants, rights-of-way and other similar restrictions of record, and (iii) (A) zoning, building and other similar restrictions, (B) Liens that have been placed by any developer, landlord or other third party on property over which Seller has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (C) unrecorded easements, covenants, rights-of- way or other similar restrictions, none of which items set forth in clauses (A), (B) and (C) above, individually or in the aggregate, materially impair the continued use and operation of the property to which they relate. 4.6 INTELLECTUAL PROPERTY. Schedule 4.6 sets forth a list of all Intellectual Property (excluding any such Intellectual Property that is included in Excluded Assets). With respect to registered trademarks, Schedule 4.6 contains a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. Except as disclosed on Schedule 4.6, Seller owns or has the right to use, without payment to any other party, the Intellectual Property listed on such Schedule 4.6. Except as set forth on Schedule 4.8, no claims are pending or, to the Knowledge of Seller, threatened against Seller by any person with respect to the ownership, validity, enforceability or use of any Intellectual Property listed on Schedule 4.6 or otherwise challenging or questioning the validity or effectiveness of any such Intellectual Property. 4.7 CONTRACTS. Schedule 4.7 sets forth a list of each of the following types of Contracts:

4.5 REAL PROPERTY. Schedule 4.5 sets forth a complete list of all Owned Properties and a complete list of all Leased Properties and, as to Leased Property, identifies any leases relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually as a "Division Property" and collectively as "Division Properties"). Seller has good, marketable and insurable fee title to all Owned Property, free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (i) Permitted Liens, (ii) easements, covenants, rights-of-way and other similar restrictions of record, and (iii) (A) zoning, building and other similar restrictions, (B) Liens that have been placed by any developer, landlord or other third party on property over which Seller has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (C) unrecorded easements, covenants, rights-of- way or other similar restrictions, none of which items set forth in clauses (A), (B) and (C) above, individually or in the aggregate, materially impair the continued use and operation of the property to which they relate. 4.6 INTELLECTUAL PROPERTY. Schedule 4.6 sets forth a list of all Intellectual Property (excluding any such Intellectual Property that is included in Excluded Assets). With respect to registered trademarks, Schedule 4.6 contains a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. Except as disclosed on Schedule 4.6, Seller owns or has the right to use, without payment to any other party, the Intellectual Property listed on such Schedule 4.6. Except as set forth on Schedule 4.8, no claims are pending or, to the Knowledge of Seller, threatened against Seller by any person with respect to the ownership, validity, enforceability or use of any Intellectual Property listed on Schedule 4.6 or otherwise challenging or questioning the validity or effectiveness of any such Intellectual Property. 4.7 CONTRACTS. Schedule 4.7 sets forth a list of each of the following types of Contracts: (a) any employment or severance agreement that has an aggregate future liability in excess of $100,000 and is not terminable by notice of not more than 60 days for a cost of less than $50,000 (including any contracts or agreements with Division Employees that relate to the transactions contemplated by this Agreement); (b) any employee collective bargaining agreement or other contract with any labor union covering Division Employees; 20

(c) to the Knowledge of Seller, any Contract other than in the ordinary course of business pursuant to which the aggregate of payments to become due from or to Seller is equal to or exceeds $200,000, and which is not terminable by no more than 60 days' notice for a cost of less than $100,000; (d) any lease or similar agreement under which Seller is a lessor or sublessor of, or makes available for use by any third party (including another division of Seller), any Division Property or premises otherwise occupied by the Division. Except as disclosed on Schedule 4.7, each Contract listed on Schedule 4.7 is valid, binding and in full force and effect and is enforceable by Seller in accordance with its terms. Except as disclosed in Schedule 4.7, to the Knowledge of Seller, Seller has performed all material obligations required to be performed by it to date under the Contracts and is not (with or without the lapse of time of the giving of notice, or both) in breach or default in any material respect thereunder and, to the Knowledge of Seller, no other party to any of the Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. 4.8 LITIGATION; DECREES. To the Knowledge of Seller, Schedule 4.8 sets forth a list, as of the date of this Agreement, of all pending and threatened lawsuits or claims with respect to which Seller has contacted in writing the defendant or been contacted in writing by the claimant or by counsel for the claimant by or against Seller relating to the Division which (a) involves a claim by or against Seller of more than $100,000, (b) seeks any injunctive relief or (c) relates to the Transactions. To the Knowledge of Seller, except as disclosed on Schedule 4.8, Seller is not in default under any judgment, order or decree of any court, administrative agency or commission or other Governmental Authority applicable to the Division; except where the default would not have a Material Adverse Effect.

(c) to the Knowledge of Seller, any Contract other than in the ordinary course of business pursuant to which the aggregate of payments to become due from or to Seller is equal to or exceeds $200,000, and which is not terminable by no more than 60 days' notice for a cost of less than $100,000; (d) any lease or similar agreement under which Seller is a lessor or sublessor of, or makes available for use by any third party (including another division of Seller), any Division Property or premises otherwise occupied by the Division. Except as disclosed on Schedule 4.7, each Contract listed on Schedule 4.7 is valid, binding and in full force and effect and is enforceable by Seller in accordance with its terms. Except as disclosed in Schedule 4.7, to the Knowledge of Seller, Seller has performed all material obligations required to be performed by it to date under the Contracts and is not (with or without the lapse of time of the giving of notice, or both) in breach or default in any material respect thereunder and, to the Knowledge of Seller, no other party to any of the Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. 4.8 LITIGATION; DECREES. To the Knowledge of Seller, Schedule 4.8 sets forth a list, as of the date of this Agreement, of all pending and threatened lawsuits or claims with respect to which Seller has contacted in writing the defendant or been contacted in writing by the claimant or by counsel for the claimant by or against Seller relating to the Division which (a) involves a claim by or against Seller of more than $100,000, (b) seeks any injunctive relief or (c) relates to the Transactions. To the Knowledge of Seller, except as disclosed on Schedule 4.8, Seller is not in default under any judgment, order or decree of any court, administrative agency or commission or other Governmental Authority applicable to the Division; except where the default would not have a Material Adverse Effect. 4.9 EMPLOYEE AND RELATED MATTERS. Schedule 4.9 sets forth each material Employee Benefit Plan. Seller has made available to Buyer true, complete and correct copies of (i) each Seller Plan (or, in the case of any unwritten Seller Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with the IRS with respect to Seller's Pension Plan and (iii) the most recent summary plan description for each Seller Plan for which such a summary plan description is required. Except as disclosed on Schedule 4.7, as provided in Section 9.2 or as provided in the Collective Bargaining Agreement, no Division Employee is entitled to any benefit under any Seller Plan by reason of the Transactions. 21

4.10 ENVIRONMENTAL MATTERS. Except as disclosed in (i) the Phase I Report regarding the Milwaukee Facility prepared by Dames & Moore (the "Phase I Report"), (ii) the report based on further investigation (the "Phase II Report") or (iii) otherwise in writing by Seller addressed to Buyer, to the Knowledge of Seller, as to the Division and the operation of the Milwaukee Facility and Brownsville Facility: (a) Seller is not in material violation of any applicable Environmental Law nor is Seller under investigation or review by any Governmental Authority with respect to compliance therewith, or with respect to the generation, use, treatment, storage or disposal, or the spillage or other release of any Hazardous Material; (b) there is no Hazardous Material that is likely to pose any material risk to safety, health or the environment, and there has heretofore been no spillage, discharge, release or disposal of any such Hazardous Material on or under the Division Property in an amount and of a nature which could reasonably be expected to result in material liability to the Division; and (c) there are no pending citations, fines, penalties or claims have been asserted against Seller under any Environmental Law which could reasonably be expected to have a Material Adverse Effect and which have not been reflected in the December Balance Sheet. 4.11 EMPLOYEE AND LABOR RELATIONS. Except as set forth on Schedule 4.11: (a) there is no labor strike, dispute, or work stoppage or lockout pending, or, to the Knowledge of Seller,

4.10 ENVIRONMENTAL MATTERS. Except as disclosed in (i) the Phase I Report regarding the Milwaukee Facility prepared by Dames & Moore (the "Phase I Report"), (ii) the report based on further investigation (the "Phase II Report") or (iii) otherwise in writing by Seller addressed to Buyer, to the Knowledge of Seller, as to the Division and the operation of the Milwaukee Facility and Brownsville Facility: (a) Seller is not in material violation of any applicable Environmental Law nor is Seller under investigation or review by any Governmental Authority with respect to compliance therewith, or with respect to the generation, use, treatment, storage or disposal, or the spillage or other release of any Hazardous Material; (b) there is no Hazardous Material that is likely to pose any material risk to safety, health or the environment, and there has heretofore been no spillage, discharge, release or disposal of any such Hazardous Material on or under the Division Property in an amount and of a nature which could reasonably be expected to result in material liability to the Division; and (c) there are no pending citations, fines, penalties or claims have been asserted against Seller under any Environmental Law which could reasonably be expected to have a Material Adverse Effect and which have not been reflected in the December Balance Sheet. 4.11 EMPLOYEE AND LABOR RELATIONS. Except as set forth on Schedule 4.11: (a) there is no labor strike, dispute, or work stoppage or lockout pending, or, to the Knowledge of Seller, threatened, involving the Division; (b) to the Knowledge of Seller, no union organization campaign is in progress with respect to the employees of the Division, and no question concerning representation exists respecting such employees; (c) there is no unfair labor practice charge or complaint against Seller pending, or, to the Knowledge of Seller, threatened, before the National Labor Relations Board involving the Division; (d) there is no pending, or, to the Knowledge of Seller, threatened, grievance involving an employee of the Division that, if adversely decided, would have a Material Adverse Effect; and 22

(e) no charges with respect to or relating to Seller are pending before the Equal Employment Opportunity commission or any other Governmental Authority responsible for the prevention of unlawful employment practices as to which there is a reasonable likelihood of adverse determination involving the Division, other than those which, if so determined would not have a Material Adverse Effect. 4.12 ASSETS OF THE DIVISION. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Seller primarily in the operation of the business of the Division as conducted on the date hereof. Except as expressly provided herein or in any of the Transaction Documents, Seller makes no representation or warranty concerning the Assets or the Division, including as to the quality, condition, merchantability, salability, obsolescence, working order or fitness for a particular purpose thereof. Except as expressly provided herein, the Assets are sold to Buyer "as is and where is." ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows: 5.1 AUTHORITY; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Buyer is a corporation duly organized, validly existing and in active status under the laws of the State of Wisconsin. Buyer has all requisite corporate power and authority to enter into the Transaction Documents and to

(e) no charges with respect to or relating to Seller are pending before the Equal Employment Opportunity commission or any other Governmental Authority responsible for the prevention of unlawful employment practices as to which there is a reasonable likelihood of adverse determination involving the Division, other than those which, if so determined would not have a Material Adverse Effect. 4.12 ASSETS OF THE DIVISION. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Seller primarily in the operation of the business of the Division as conducted on the date hereof. Except as expressly provided herein or in any of the Transaction Documents, Seller makes no representation or warranty concerning the Assets or the Division, including as to the quality, condition, merchantability, salability, obsolescence, working order or fitness for a particular purpose thereof. Except as expressly provided herein, the Assets are sold to Buyer "as is and where is." ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows: 5.1 AUTHORITY; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Buyer is a corporation duly organized, validly existing and in active status under the laws of the State of Wisconsin. Buyer has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the 23

Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, or Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Seller's (as opposed to any other third party's) participation in the transactions contemplated hereby. 5.2 ACTIONS AND PROCEEDINGS, ETC. There are no (a) outstanding judgments, orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against Buyer or (b) actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or, to the Knowledge of Buyer, threatened against Buyer. 5.3 AVAILABILITY OF FUNDS. Buyer has currently effective commitments, subject to customary exceptions

Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, or Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Seller's (as opposed to any other third party's) participation in the transactions contemplated hereby. 5.2 ACTIONS AND PROCEEDINGS, ETC. There are no (a) outstanding judgments, orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against Buyer or (b) actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or, to the Knowledge of Buyer, threatened against Buyer. 5.3 AVAILABILITY OF FUNDS. Buyer has currently effective commitments, subject to customary exceptions and conditions, as to the availability to Buyer of all funds required to consummate the Transactions. 5.4 BUYER'S ACKNOWLEDGMENT. Buyer acknowledges and agrees that, (a) other than the representations and warranties of Seller specifically contained in this Agreement, there are no representations or warranties of Seller either expressed or implied with respect to Seller, the Division or the Transactions, and (b) it shall have a right to indemnification solely as provided in Article X hereof and shall have no claim or right to indemnification with respect to any information, documents or materials furnished by Seller or any of its officers, directors, employees, agents or advisors, or otherwise available to Buyer. 5.5 EXON-FLORIO. Buyer is not a "foreign person" for purposes of the Exon-Florio Amendment to the Defense Production Act of 1950. 24

5.6 NO KNOWLEDGE OF SELLER'S BREACH. To the Knowledge of Buyer, the representations and warranties of Seller herein (and the Schedules pertaining thereto) are true and accurate in all material respects and, to the Knowledge of Buyer, Seller is not in breach of any of its representations or warranties or of any other condition or circumstance that would excuse Buyer from its timely performance of its obligations hereunder. 5.7 MANAGEMENT OWNERSHIP. Buyer is a corporation of which at least 51% of the equity securities are owned (or the voting thereof is controlled) by individuals who are officers or key employees of the Buyer. ARTICLE VI COVENANTS OF SELLER. Seller covenants and agrees as follows: 6.1 ACCESS. Subject to the provisions of Section 7.1 hereof, prior to the Closing, Seller will give Buyer and its representatives, employees, counsel and accountants, together with representatives of Persons providing financing to Buyer for the Transactions, with reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, books and records of the Division for purposes of investigating its assets, operations, prospects, obligations and liabilities; provided, however, that such access does not unreasonably disrupt the normal operations of the Division. Additionally, subject to the provisions of Section 7.1 hereof and to prior notification, and the consent (which will not be unreasonably withheld or delayed), of Seller, Buyer and such representatives may contact the principal customers and suppliers of the Division for purposes of the foregoing investigation.

5.6 NO KNOWLEDGE OF SELLER'S BREACH. To the Knowledge of Buyer, the representations and warranties of Seller herein (and the Schedules pertaining thereto) are true and accurate in all material respects and, to the Knowledge of Buyer, Seller is not in breach of any of its representations or warranties or of any other condition or circumstance that would excuse Buyer from its timely performance of its obligations hereunder. 5.7 MANAGEMENT OWNERSHIP. Buyer is a corporation of which at least 51% of the equity securities are owned (or the voting thereof is controlled) by individuals who are officers or key employees of the Buyer. ARTICLE VI COVENANTS OF SELLER. Seller covenants and agrees as follows: 6.1 ACCESS. Subject to the provisions of Section 7.1 hereof, prior to the Closing, Seller will give Buyer and its representatives, employees, counsel and accountants, together with representatives of Persons providing financing to Buyer for the Transactions, with reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, books and records of the Division for purposes of investigating its assets, operations, prospects, obligations and liabilities; provided, however, that such access does not unreasonably disrupt the normal operations of the Division. Additionally, subject to the provisions of Section 7.1 hereof and to prior notification, and the consent (which will not be unreasonably withheld or delayed), of Seller, Buyer and such representatives may contact the principal customers and suppliers of the Division for purposes of the foregoing investigation. 6.2 ORDINARY CONDUCT. Except as contemplated by this Agreement or as set forth in Schedule 6.2, from the date hereof to the Closing, Seller will cause the business of the Division to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable efforts consistent with past practices to preserve relationships with customers, suppliers and others with whom the Division deals. Except as contemplated by this Agreement, Seller will not do any of the following with respect to the Division without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed: (a) adopt or amend in any material respect any Seller Plan or collective bargaining agreement, except as required by law or insofar as a collective bargaining agreement 25

is then subject to negotiation in advance of its expiration in the ordinary course; (b) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any material portion of its assets (other than Excluded Assets), except in the ordinary course of business consistent with past practice; (c) enter into any lease of real property, except any renewals of existing leases; or (d) agree, whether in writing or otherwise, to do any of the foregoing. 6.3 INSURANCE. Seller shall keep, or cause to be kept, all insurance policies presently maintained relating to the Division and its properties, or replacements therefor, in full force and effect through the close of business on the Closing Date. Buyer will not have any rights under any such insurance policies from and after the Closing Date. 6.4 ENVIRONMENTAL STUDY AND REMEDIATION. (a) Seller agrees to retain Dames & Moore, or another reputable environmental consulting firm selected by Seller, to perform a Phase II environmental study of the Milwaukee Facility, and to obtain the Phase II Report from such consulting firm as promptly as possible (without incurring any additional charge over such firm's customary fees). The Phase II Report shall indicate that Buyer may rely upon such Phase II Report. Seller further agrees, at its own expense, to conduct any remediation suggested by the Report to the extent required, in Seller's reasonable

is then subject to negotiation in advance of its expiration in the ordinary course; (b) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any material portion of its assets (other than Excluded Assets), except in the ordinary course of business consistent with past practice; (c) enter into any lease of real property, except any renewals of existing leases; or (d) agree, whether in writing or otherwise, to do any of the foregoing. 6.3 INSURANCE. Seller shall keep, or cause to be kept, all insurance policies presently maintained relating to the Division and its properties, or replacements therefor, in full force and effect through the close of business on the Closing Date. Buyer will not have any rights under any such insurance policies from and after the Closing Date. 6.4 ENVIRONMENTAL STUDY AND REMEDIATION. (a) Seller agrees to retain Dames & Moore, or another reputable environmental consulting firm selected by Seller, to perform a Phase II environmental study of the Milwaukee Facility, and to obtain the Phase II Report from such consulting firm as promptly as possible (without incurring any additional charge over such firm's customary fees). The Phase II Report shall indicate that Buyer may rely upon such Phase II Report. Seller further agrees, at its own expense, to conduct any remediation suggested by the Report to the extent required, in Seller's reasonable judgment, to cause the Milwaukee Facility to conform to currently applicable standards applied by Governmental Authorities. If Seller so determines that remediation is required and the same is not completed by Seller prior to the Closing, Seller shall complete such remediation as promptly as is reasonably feasible thereafter, and in a manner that will minimize, consistent with reasonable commercial practices, the disruption of the business of the Division. Buyer will cooperate with Seller and will provide access to the Milwaukee Facility in order to permit Seller to perform its obligations hereunder. (b) In the event that as a result of the Phase II investigation referred to above there is determined to be Hazardous Material contamination at the Milwaukee Facility, Seller shall perform or cause to be performed any further remedial investigation, clean-up, removal or other remedial action necessary, in Seller's reasonable judgment, to cause the Milwaukee Facility to conform to currently applicable standards applied by Governmental Authorities ("Remedial Work"); PROVIDED, 26

HOWEVER, that if such contamination is discovered prior to the Closing Date, Seller shall have the right to terminate this Agreement prior to the Closing Date in the event Seller reasonably determines that Remedial Work will cost in excess of $500,000 in addition to amounts expended in connection with its Phase I and II investigations; PROVIDED, HOWEVER, that in the event Seller so terminates this Agreement, Seller shall reimburse Buyer (within 60 days of Buyer's submission of itemized invoices in reasonable detail) for its out-ofpocket expenses incurred to date in connection with the Transactions, but in no event to exceed $100,000. In the event Seller does not so elect to terminate this Agreement, Seller shall proceed to perform the Remedial Work in the manner described in the penultimate sentence of Section 6.4(a) above, and Buyer shall comply with the final sentence thereof. 6.5 TITLE COMMITMENT. Seller has furnished to Buyer a standard form commitment for an owner's policy of title insurance (the "Title Commitment") issued by Lawyers Title Insurance Corporation dated March 26, 1994 in the amount of $3,000,000. Buyer shall reimburse Seller for one-half of the expense of the Title Commitment. 6.6 ACQUISITION PROPOSALS. Neither Seller nor any Person authorized by Seller shall solicit, initiate or encourage any acquisition proposal or engage in any discussion with respect thereto or provide information to any other person, concerning a possible sale of the Assets or the business of the Division. 6.7 ACCOUNTS RECEIVABLE. Seller agrees promptly to forward to Buyer any and all proceeds from accounts receivable of the Division that are received by Seller after the Closing Date. If, after the Closing Date, Seller receives any payment from any Person who at the time of such payment has outstanding accounts payable

HOWEVER, that if such contamination is discovered prior to the Closing Date, Seller shall have the right to terminate this Agreement prior to the Closing Date in the event Seller reasonably determines that Remedial Work will cost in excess of $500,000 in addition to amounts expended in connection with its Phase I and II investigations; PROVIDED, HOWEVER, that in the event Seller so terminates this Agreement, Seller shall reimburse Buyer (within 60 days of Buyer's submission of itemized invoices in reasonable detail) for its out-ofpocket expenses incurred to date in connection with the Transactions, but in no event to exceed $100,000. In the event Seller does not so elect to terminate this Agreement, Seller shall proceed to perform the Remedial Work in the manner described in the penultimate sentence of Section 6.4(a) above, and Buyer shall comply with the final sentence thereof. 6.5 TITLE COMMITMENT. Seller has furnished to Buyer a standard form commitment for an owner's policy of title insurance (the "Title Commitment") issued by Lawyers Title Insurance Corporation dated March 26, 1994 in the amount of $3,000,000. Buyer shall reimburse Seller for one-half of the expense of the Title Commitment. 6.6 ACQUISITION PROPOSALS. Neither Seller nor any Person authorized by Seller shall solicit, initiate or encourage any acquisition proposal or engage in any discussion with respect thereto or provide information to any other person, concerning a possible sale of the Assets or the business of the Division. 6.7 ACCOUNTS RECEIVABLE. Seller agrees promptly to forward to Buyer any and all proceeds from accounts receivable of the Division that are received by Seller after the Closing Date. If, after the Closing Date, Seller receives any payment from any Person who at the time of such payment has outstanding accounts payable to Seller, on the one hand (for the purposes of this Section, "Seller Accounts Receivable"), and to Buyer, on the other hand (for the purposes of this Section, "Buyer Accounts Receivable"), and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyer Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Seller and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire undisputed Seller Accounts Receivable and undisputed Buyer Accounts Receivable in chronological order based upon the period of time such accounts receivable have existed on the books of Seller, the Company or the Subsidiaries, as applicable. 27

6.8 NON-COMPETITION. (a) Subject to the terms, conditions and exceptions of this Section 6.8, Seller hereby covenants and agrees that neither it nor any Affiliate controlled by it (a "Seller Affiliate"), for a period of five (5) years from and after the Closing Date, will engage, directly or indirectly, whether as principal, consultant, investor or otherwise, in the design, development, fabrication, test or delivery of (i) 500-frame and larger motors, (ii) mine motors, (iii) Navy service motors, (iv) secondary propulsion motors,

6.8 NON-COMPETITION. (a) Subject to the terms, conditions and exceptions of this Section 6.8, Seller hereby covenants and agrees that neither it nor any Affiliate controlled by it (a "Seller Affiliate"), for a period of five (5) years from and after the Closing Date, will engage, directly or indirectly, whether as principal, consultant, investor or otherwise, in the design, development, fabrication, test or delivery of (i) 500-frame and larger motors, (ii) mine motors, (iii) Navy service motors, (iv) secondary propulsion motors, (v) synchronous motors and (vi) synchronous condensers in excess of 1,500 KVAR. Notwithstanding anything to the contrary in this Section 6.8, the acquisition by Seller of (a) any Person, less than 10% of the gross revenues of which are derived from a business involving the production of any of the foregoing products (a "Competitive Business"); PROVIDED that the foregoing business is not thereafter expanded such that its revenues exceed 20% of the gross revenues of such Person or (b) no more than 5% of any class of securities of a Person, if such securities are traded in any public market (within or outside the United States) or 15% of any class of privately held securities of a Person, in either case if such Person derives 10% or more of its gross revenues from a Competitive Business, shall not constitute a breach of this Section 6.8. (b) Notwithstanding the provisions of Section 6.8(a), nothing herein shall prohibit Seller or any Seller Affiliate from (i) selling, marketing or servicing the products described in Section 6.8(a) or (ii) designing, developing, fabricating, testing, delivering, selling, marketing or servicing any ReCHILL Products. In addition, nothing herein shall prohibit Seller or any Seller Affiliate from servicing any product it owns and uses or from selling spare parts for products that it is permitted to sell hereunder. (c) The prohibition in Section 6.8(a) shall apply to all counties in the State of California and all similar political subdivisions or regions in all states of the United States and all other geographical areas worldwide. Seller agrees that, in connection with the purchase by Buyer of the Assets and the Division, the time and geographic restrictions set forth above are reasonable. Seller agrees that the remedy at law for any breach by it of this Section 6.8(c) will be inadequate and that Buyer shall be entitled to injunctive relief. The parties intend that the unenforceability or invalidity of any term or provision of this Section 6.8(c) shall not render any other term or provision contained herein unenforceable or invalid. If the activities described in Section 6.8(a) or the period of time or the geographical area covered by this Section 6.8 should be deemed too extensive, then the parties intend that this Section 6.8 be construed to cover 28

the maximum scope of business activities, period of time and geographical area (not exceeding those specifically set forth herein) as may be permissible under applicable law. ARTICLE VII COVENANTS OF BUYER Buyer covenants and agrees as follows: 7.1 CONFIDENTIALITY. Buyer acknowledges that the information being provided to it by Seller is subject to certain provisions regarding confidentiality set forth in a letter of intent between Buyer and Seller dated February 7, 1994 (the "Letter of Intent"), which provisions are incorporated herein by reference. Effective upon, and only upon, the Closing, such provisions will terminate; PROVIDED, HOWEVER, that Buyer acknowledges that such provisions will terminate only with respect to information relating solely to the Division; and PROVIDED, FURTHER, HOWEVER, that Buyer acknowledges that any and all other information provided to it by Seller or Seller's representatives concerning Seller shall remain subject to the confidentiality provisions of the Letter of Intent after the Closing Date. 7.2 ACCOUNTS RECEIVABLE. Buyer agrees to promptly forward or cause to be forwarded to Seller any and all proceeds from accounts receivable of Seller that are received by Buyer or the Division after the Closing Date. If, after the Closing Date, Buyer or the Company receives any payment from any person who at the time of such payment has outstanding accounts payable to Seller, on the one hand (for the purposes of this Section, "Seller Accounts Receivable"), and to Buyer, on the other hand (for the purposes of this Section, "Buyer

the maximum scope of business activities, period of time and geographical area (not exceeding those specifically set forth herein) as may be permissible under applicable law. ARTICLE VII COVENANTS OF BUYER Buyer covenants and agrees as follows: 7.1 CONFIDENTIALITY. Buyer acknowledges that the information being provided to it by Seller is subject to certain provisions regarding confidentiality set forth in a letter of intent between Buyer and Seller dated February 7, 1994 (the "Letter of Intent"), which provisions are incorporated herein by reference. Effective upon, and only upon, the Closing, such provisions will terminate; PROVIDED, HOWEVER, that Buyer acknowledges that such provisions will terminate only with respect to information relating solely to the Division; and PROVIDED, FURTHER, HOWEVER, that Buyer acknowledges that any and all other information provided to it by Seller or Seller's representatives concerning Seller shall remain subject to the confidentiality provisions of the Letter of Intent after the Closing Date. 7.2 ACCOUNTS RECEIVABLE. Buyer agrees to promptly forward or cause to be forwarded to Seller any and all proceeds from accounts receivable of Seller that are received by Buyer or the Division after the Closing Date. If, after the Closing Date, Buyer or the Company receives any payment from any person who at the time of such payment has outstanding accounts payable to Seller, on the one hand (for the purposes of this Section, "Seller Accounts Receivable"), and to Buyer, on the other hand (for the purposes of this Section, "Buyer Accounts Receivable"), and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyers Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Seller and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire undisputed Seller Accounts Receivable and undisputed Buyer Accounts Receivable in chronological order based upon the period of time such accounts receivable have existed on the books of Seller or Buyer, as applicable. 7.3 WAIVER OF BULK SALES LAW COMPLIANCE. Buyer hereby waives compliance by Seller with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which Assets are located and all other similar 29

Requirements of Law applicable to bulk sales and transfers, to the extent applicable to the Transactions. 7.4 EXCLUDED ASSETS AND INVENTORY. If, after the Closing Date, Excluded Assets shall remain on the premises utilized or controlled by Buyer, then (subject to the following sentence) Buyer shall take reasonable steps at the expense of Seller to deliver such Excluded Assets to Seller, and so long as such assets remain in Buyer's control, shall exercise reasonable care with respect thereto, and in no event less care than with respect to its own properties; PROVIDED, HOWEVER, that Buyer shall not be deemed to have any duty to obtain insurance for such Excluded Assets (unless so required by the Exclusive Manufacturing Agreement) to the extent they are not automatically covered by Buyer's insurance policies. Notwithstanding the foregoing, the Excluded Inventory shall remain at the Milwaukee Facility in an appropriate location, at no charge to Buyer, until the earlier of (i) its sale by Seller and (ii) the first anniversary of the Closing Date, and shall be afforded the degree of care referred to in the preceding sentence. At the end of such time, either Seller shall remove such inventory (at Seller's expense) or Buyer may charge a reasonable warehousing fee to Seller for its continued storage. 7.5 INSURANCE. Buyer shall secure insurance with respect to the Division from the Closing Date covering general liability and products liability in amounts customary for the industry in which the Division operates. 7.6 COVENANT NOT TO COMPETE.

Requirements of Law applicable to bulk sales and transfers, to the extent applicable to the Transactions. 7.4 EXCLUDED ASSETS AND INVENTORY. If, after the Closing Date, Excluded Assets shall remain on the premises utilized or controlled by Buyer, then (subject to the following sentence) Buyer shall take reasonable steps at the expense of Seller to deliver such Excluded Assets to Seller, and so long as such assets remain in Buyer's control, shall exercise reasonable care with respect thereto, and in no event less care than with respect to its own properties; PROVIDED, HOWEVER, that Buyer shall not be deemed to have any duty to obtain insurance for such Excluded Assets (unless so required by the Exclusive Manufacturing Agreement) to the extent they are not automatically covered by Buyer's insurance policies. Notwithstanding the foregoing, the Excluded Inventory shall remain at the Milwaukee Facility in an appropriate location, at no charge to Buyer, until the earlier of (i) its sale by Seller and (ii) the first anniversary of the Closing Date, and shall be afforded the degree of care referred to in the preceding sentence. At the end of such time, either Seller shall remove such inventory (at Seller's expense) or Buyer may charge a reasonable warehousing fee to Seller for its continued storage. 7.5 INSURANCE. Buyer shall secure insurance with respect to the Division from the Closing Date covering general liability and products liability in amounts customary for the industry in which the Division operates. 7.6 COVENANT NOT TO COMPETE. (a) Subject to the terms, conditions and exceptions of this Section 7.6, Buyer hereby covenants and agrees that neither it nor any Affiliate controlled by it (a "Buyer Affiliate"), for a period of five (5) years from and after the Closing Date, will engage, directly or indirectly, whether as principal, consultant, investor or otherwise, in the design, development, fabrication, testing, delivery, sale, marketing or servicing of ReCHILL Products. (b) Notwithstanding the provisions of Section 7.6(a), nothing herein shall prohibit Buyer from engaging in the activities contemplated by the Exclusive Manufacturing Agreement. In addition, nothing herein shall prohibit Buyer or any Buyer Affiliate from servicing any product it owns and uses. (c) The prohibition in Section 7.6(a) shall apply to all counties in the State of California and all similar political subdivisions or regions in all states of the United States and all other geographical areas worldwide. Buyer agrees that, in connection with the purchase by Buyer of the Assets and 30

the Division, the time and geographic restrictions set forth above are reasonable. Nothing contained in this section shall be construed to prohibit Buyer or any Buyer Affiliate from investing in debt or equity securities of any company engaged in any activity described in Section 7.6(a), the capital stock of which company is listed on a national securities exchange or traded in the over-the-counter markets, provided that the aggregate stock holdings of Buyer and such Buyer Affiliates are less than ten percent (10%) of the outstanding capital stock of such company. Buyer agrees that the remedy at law for any breach by it of this Section 7.6 will be inadequate and that Buyer shall be entitled to injunctive relief. The parties intend that the unenforceability or invalidity of any term or provision of this Section 7.6 shall not render any other term or provision contained herein unenforceable or invalid. If the activities described in Section 7.6(a) or the period of time or the geographical area covered by this Section 7.6 should be deemed too extensive, then the parties intend that this Section 7.6 be construed to cover the maximum scope of business activities, period of time and geographical area (not exceeding those specifically set forth herein) as may be permissible under applicable law. 7.7 SURETY BOND. Buyer agrees that: (a) On or before the 30th day following the Closing Date, Buyer shall effect the release or cancellation of the existing Seller surety bond in the amount of $1,350,000 for the benefit of Divane Brothers Electric Company, and Seller shall have no further liability under such bond; and (b) On or before the 30th day following the Closing Date, Buyer shall effect the release or cancellation of the existing Seller surety bond in the amount of $847,500 for the benefit of EBARA Corporation, and Seller shall have no further liability under such bond. On or before such 30th day following the Closing Date, Buyer shall

the Division, the time and geographic restrictions set forth above are reasonable. Nothing contained in this section shall be construed to prohibit Buyer or any Buyer Affiliate from investing in debt or equity securities of any company engaged in any activity described in Section 7.6(a), the capital stock of which company is listed on a national securities exchange or traded in the over-the-counter markets, provided that the aggregate stock holdings of Buyer and such Buyer Affiliates are less than ten percent (10%) of the outstanding capital stock of such company. Buyer agrees that the remedy at law for any breach by it of this Section 7.6 will be inadequate and that Buyer shall be entitled to injunctive relief. The parties intend that the unenforceability or invalidity of any term or provision of this Section 7.6 shall not render any other term or provision contained herein unenforceable or invalid. If the activities described in Section 7.6(a) or the period of time or the geographical area covered by this Section 7.6 should be deemed too extensive, then the parties intend that this Section 7.6 be construed to cover the maximum scope of business activities, period of time and geographical area (not exceeding those specifically set forth herein) as may be permissible under applicable law. 7.7 SURETY BOND. Buyer agrees that: (a) On or before the 30th day following the Closing Date, Buyer shall effect the release or cancellation of the existing Seller surety bond in the amount of $1,350,000 for the benefit of Divane Brothers Electric Company, and Seller shall have no further liability under such bond; and (b) On or before the 30th day following the Closing Date, Buyer shall effect the release or cancellation of the existing Seller surety bond in the amount of $847,500 for the benefit of EBARA Corporation, and Seller shall have no further liability under such bond. On or before such 30th day following the Closing Date, Buyer shall reimburse Seller for any theretofore unreimbursed portion of the $22,310 purchase price thereof. ARTICLE VIII MUTUAL COVENANTS Seller and Buyer each covenant and agree as follows: 8.1 PERMITS AND CONSENTS. (a) As promptly as practicable after the date hereof, Buyer and Seller shall make all filings with governmental bodies and other regulatory authorities, and use all reasonable efforts to obtain all permits, approvals, 31

authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Seller shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Seller and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts, that such consents have not been obtained and that Seller will not assign to Buyer at the Closing any Assigned Contract that by its terms requires, prior to such assignment, the consent of any other contracting party thereto unless such consent has been obtained prior to the Closing Date. (b) Buyer agrees that Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the Transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Seller shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that Seller commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment by reason of any such

authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Seller shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Seller and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts, that such consents have not been obtained and that Seller will not assign to Buyer at the Closing any Assigned Contract that by its terms requires, prior to such assignment, the consent of any other contracting party thereto unless such consent has been obtained prior to the Closing Date. (b) Buyer agrees that Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the Transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Seller shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that Seller commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment by reason of any such consents that are not obtained. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date Seller shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Seller shall continue to use reasonable efforts to obtain the consent of all required parties to the assignment of such Assigned Contract. Such Assigned Contract shall be promptly assigned by Seller to Buyer after receipt of such consent after the Closing Date. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that Seller may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole 32

expense all of the obligations of Seller to be performed under such Assigned Contract after the Closing Date. 8.2 COOPERATION. Buyer and Seller shall cooperate with each other and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing to ensure the orderly transition of the Division to Buyer and/or its designated subsidiaries and to minimize any disruption to the respective businesses of Seller or the Division that might result from the transactions contemplated hereby. Neither party shall be required by this Section 8.2 to take any action that would unreasonably interfere with the conduct of its business. 8.3 REASONABLE EFFORTS. Subject to the terms and conditions of this Agreement (including the limitations set forth in Section 8.1), each party will use all reasonable efforts to cause the Closing to occur. 8.4 RECORDS. On the Closing Date, Seller shall deliver or cause to be delivered to Buyer all Records (including copies of any material records that would constitute Records under the definition thereof set forth in Section 2.1(h) if such material records were located at the Milwaukee Facility) included in the Assets, which are in the possession of Seller to the extent not then in the possession of the Division, except any records relating to Excluded Liabilities (including, without limitation, to any Seller Tax liability or to any litigation or claim not assumed by Buyer hereunder). After the Closing, upon reasonable written notice and at Buyer's sole expense, Seller agrees to furnish or cause to be furnished to Buyer and its representatives (including its auditors), access at reasonable times and during normal business hours to such information relating to the Division in Seller's possession as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax Claim or assessment; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of Seller.

expense all of the obligations of Seller to be performed under such Assigned Contract after the Closing Date. 8.2 COOPERATION. Buyer and Seller shall cooperate with each other and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing to ensure the orderly transition of the Division to Buyer and/or its designated subsidiaries and to minimize any disruption to the respective businesses of Seller or the Division that might result from the transactions contemplated hereby. Neither party shall be required by this Section 8.2 to take any action that would unreasonably interfere with the conduct of its business. 8.3 REASONABLE EFFORTS. Subject to the terms and conditions of this Agreement (including the limitations set forth in Section 8.1), each party will use all reasonable efforts to cause the Closing to occur. 8.4 RECORDS. On the Closing Date, Seller shall deliver or cause to be delivered to Buyer all Records (including copies of any material records that would constitute Records under the definition thereof set forth in Section 2.1(h) if such material records were located at the Milwaukee Facility) included in the Assets, which are in the possession of Seller to the extent not then in the possession of the Division, except any records relating to Excluded Liabilities (including, without limitation, to any Seller Tax liability or to any litigation or claim not assumed by Buyer hereunder). After the Closing, upon reasonable written notice and at Buyer's sole expense, Seller agrees to furnish or cause to be furnished to Buyer and its representatives (including its auditors), access at reasonable times and during normal business hours to such information relating to the Division in Seller's possession as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax Claim or assessment; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of Seller. 8.5 ACCESS TO FORMER BUSINESS RECORDS. (a) For a period of seven (7) years following the Closing, Buyer will retain all Records (including any (i) records that relate to Excluded Assets but would constitute Records if such records related to an Asset and (ii) Records that cannot be segregated in a commercially reasonable manner from the Assets or from records or assets of Buyer generated or acquired on or after the Closing Date). During such period, Buyer will afford authorized representatives of Seller (including its auditors) access to such Records at reasonable times and during normal business hours at the principal business 33

office of the Division, or at such other location or locations at which such Records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such Records, or to obtain temporary possession of any thereof as may be reasonably required by Seller at Seller's sole cost and expense. During such period, Buyer will, at Seller's expense (limited, however, to Buyer's reasonable out-of-pocket expenditures without regard to any employee cost or other overhead expenses), reasonably cooperate with Seller in furnishing information, evidence, testimony, and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which Seller or any of its Affiliates is subject relating to the business of the Division prior to the Closing. The term "Record" as used in this Section 8.5 shall include any data processing files or other computerized data. (b) Buyer acknowledges that there is currently pending on appeal a judgment in favor of Seller in a matter arising from the Division's activities titled WRIGHT-SCHUCART V. MAGNETEK, ET AL. (the "Litigation"). Buyer acknowledges, without limiting the generality of the foregoing provisions of this Section 8.5, that its obligations of cooperation with Seller, in the event the Litigation is remanded for retrial, may include extensive devotion of time (including travel, at the reasonable expense of Seller) of senior executives of Buyer. Buyer expressly covenants to make such personnel as may be reasonably requested by Seller available in the event of such retrial or of other future proceedings relating to the Litigation. 8.6 USE OF TRADEMARK AND TRADE NAMES. (a) Notwithstanding anything to the contrary in this Agreement, Buyer may continue to use the name "MagneTek" and related trademarks, corporate names, and trade names incorporating "MagneTek," and the stylized

office of the Division, or at such other location or locations at which such Records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such Records, or to obtain temporary possession of any thereof as may be reasonably required by Seller at Seller's sole cost and expense. During such period, Buyer will, at Seller's expense (limited, however, to Buyer's reasonable out-of-pocket expenditures without regard to any employee cost or other overhead expenses), reasonably cooperate with Seller in furnishing information, evidence, testimony, and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which Seller or any of its Affiliates is subject relating to the business of the Division prior to the Closing. The term "Record" as used in this Section 8.5 shall include any data processing files or other computerized data. (b) Buyer acknowledges that there is currently pending on appeal a judgment in favor of Seller in a matter arising from the Division's activities titled WRIGHT-SCHUCART V. MAGNETEK, ET AL. (the "Litigation"). Buyer acknowledges, without limiting the generality of the foregoing provisions of this Section 8.5, that its obligations of cooperation with Seller, in the event the Litigation is remanded for retrial, may include extensive devotion of time (including travel, at the reasonable expense of Seller) of senior executives of Buyer. Buyer expressly covenants to make such personnel as may be reasonably requested by Seller available in the event of such retrial or of other future proceedings relating to the Litigation. 8.6 USE OF TRADEMARK AND TRADE NAMES. (a) Notwithstanding anything to the contrary in this Agreement, Buyer may continue to use the name "MagneTek" and related trademarks, corporate names, and trade names incorporating "MagneTek," and the stylized "MagneTek" logos (i) in displays, signage and postings for the period after the Closing Date necessary to permit the reasonably prompt removal of such names, and only to the extent such displays, signage or postings exist on the Closing Date; (ii) for a period of two years, to state the Company's former affiliation with MagneTek (e.g., "formerly a division of MagneTek, Inc.") and (iii) to the extent any such trade names, trademarks, service marks or logos appear on stationery, packaging materials, supplies or inventory on hand as of the Closing Date or on order at the time of the Closing, until such is exhausted. (b) Notwithstanding anything to the contrary in this Agreement, pursuant and subject to the terms of the License Agreement, until the third anniversary of the Closing Date, Seller may continue to use the name "Louis Allis" and related 34

trademarks and tradenames incorporating "Louis Allis," and any stylized "Louis Allis" logos to the extent permitted in the License Agreement. 8.7 REQUIRED MODIFICATIONS OR REPLACEMENTS OF PRODUCTS. The following provisions of this Section 8.7 shall govern the responsibilities of Buyer and Seller regarding Required Modifications: (a) Buyer shall advise Seller promptly after becoming aware of any Required Modifications to the products shipped by the Division on or prior to the Closing Date to the extent Seller would be required to indemnify Buyer for any claims in respect of such products. (b) Whether or not Buyer gives the foregoing notice, Buyer shall make any Required Modifications to products shipped by the Division on or prior to the Closing Date which are necessary or advisable, in the reasonable discretion of Seller. If the cost to Seller under Section 8.7(c) of implementing any such Required Modification exceeds the cost to Seller of replacing such products, Buyer shall replace such products. The obligation of Buyer hereunder shall include, but not be limited to, such actions as Seller may reasonably request for (i) the notification of customer and other third parties in possession of the applicable products, (ii) the shipping of such products, if necessary, to and from Buyer's facilities for modification, improvement, enhancement or replacement, (iii) production of replacement products, parts or supplies necessary for the implementation of the product modification, enhancement, improvement or placement, (iv) the installation, modification or replacement of the product by personnel of Buyer, either at the customer's location or at Buyer's facilities, as appropriate, and (v) recordkeeping and reports with respect to such product modifications, enhancements, improvements or replacements to the extent required by law or reasonably requested by Seller.

trademarks and tradenames incorporating "Louis Allis," and any stylized "Louis Allis" logos to the extent permitted in the License Agreement. 8.7 REQUIRED MODIFICATIONS OR REPLACEMENTS OF PRODUCTS. The following provisions of this Section 8.7 shall govern the responsibilities of Buyer and Seller regarding Required Modifications: (a) Buyer shall advise Seller promptly after becoming aware of any Required Modifications to the products shipped by the Division on or prior to the Closing Date to the extent Seller would be required to indemnify Buyer for any claims in respect of such products. (b) Whether or not Buyer gives the foregoing notice, Buyer shall make any Required Modifications to products shipped by the Division on or prior to the Closing Date which are necessary or advisable, in the reasonable discretion of Seller. If the cost to Seller under Section 8.7(c) of implementing any such Required Modification exceeds the cost to Seller of replacing such products, Buyer shall replace such products. The obligation of Buyer hereunder shall include, but not be limited to, such actions as Seller may reasonably request for (i) the notification of customer and other third parties in possession of the applicable products, (ii) the shipping of such products, if necessary, to and from Buyer's facilities for modification, improvement, enhancement or replacement, (iii) production of replacement products, parts or supplies necessary for the implementation of the product modification, enhancement, improvement or placement, (iv) the installation, modification or replacement of the product by personnel of Buyer, either at the customer's location or at Buyer's facilities, as appropriate, and (v) recordkeeping and reports with respect to such product modifications, enhancements, improvements or replacements to the extent required by law or reasonably requested by Seller. (c) Seller shall reimburse Buyer for direct manufacturing, installation, labor and materials costs incurred by Buyer in installing or implementing any Required Modification under Section 8.7(b) or in producing any replacement products, parts or supplies under Section 8.7(b), together with all reasonable out-of-pocket shipping, postage and printing costs incurred by Buyer in connection therewith. 8.8 CONDUCT OF BUSINESS. Effective on the Closing Date, Seller shall cease conducting business at the Milwaukee Facility and shall execute any forms reasonably required to evidence such cessation to the Taxing authorities of the State of Wisconsin. 35

ARTICLE IX EMPLOYEE BENEFIT MATTERS 9.1 EMPLOYEE RETENTION. Buyer shall offer employment to commence as of the Closing Date to all Division Employees, at the same salaries and wages (including bonus and incentive programs) and on substantially the same terms and conditions as those in effect immediately prior to the Closing Date except (i) as to postretirement health benefits and (ii) the compensation payable to sales personnel. Buyer has no present intention (subject to its discretion as to employee performance) to terminate the employment of any Division Employee within the sixty (60) days following the Closing Date, and Buyer assumes all obligations and liabilities, if any, under the Worker Adjustment and Retraining Notification Act (the "WARN Act") arising out of the Transactions. Buyer also agrees to comply with the terms of the WARN Act following the Closing Date. 9.2 EMPLOYEE BENEFIT PLANS. Effective as of the Closing Date, (a) Division Employees shall cease accruing any benefits under any Seller Plan, and Seller shall take, or cause to be taken, all such action, if any, as may be necessary to effect such cessation of participation and (b) Buyer shall establish employee benefit plans for its employees not covered by the Collective Bargaining Agreement providing benefits which in the aggregate are substantially the same as the benefits provided to such Division Employees under Seller Plans for such employees (the "Buyer's Benefit Plans"). All Division Employees will be fully vested in their accrued benefits under Seller Plans qualified under Code Section 401(k) and shall be treated as having terminated employment under such Seller Plans for all applicable purposes; PROVIDED, HOWEVER, that nothing herein shall be deemed to give rise to a claim for severance under the Collective Bargaining Agreement. With respect to the Buyer's Benefit Plans, Buyer shall grant all Division Employees from and after the Closing

ARTICLE IX EMPLOYEE BENEFIT MATTERS 9.1 EMPLOYEE RETENTION. Buyer shall offer employment to commence as of the Closing Date to all Division Employees, at the same salaries and wages (including bonus and incentive programs) and on substantially the same terms and conditions as those in effect immediately prior to the Closing Date except (i) as to postretirement health benefits and (ii) the compensation payable to sales personnel. Buyer has no present intention (subject to its discretion as to employee performance) to terminate the employment of any Division Employee within the sixty (60) days following the Closing Date, and Buyer assumes all obligations and liabilities, if any, under the Worker Adjustment and Retraining Notification Act (the "WARN Act") arising out of the Transactions. Buyer also agrees to comply with the terms of the WARN Act following the Closing Date. 9.2 EMPLOYEE BENEFIT PLANS. Effective as of the Closing Date, (a) Division Employees shall cease accruing any benefits under any Seller Plan, and Seller shall take, or cause to be taken, all such action, if any, as may be necessary to effect such cessation of participation and (b) Buyer shall establish employee benefit plans for its employees not covered by the Collective Bargaining Agreement providing benefits which in the aggregate are substantially the same as the benefits provided to such Division Employees under Seller Plans for such employees (the "Buyer's Benefit Plans"). All Division Employees will be fully vested in their accrued benefits under Seller Plans qualified under Code Section 401(k) and shall be treated as having terminated employment under such Seller Plans for all applicable purposes; PROVIDED, HOWEVER, that nothing herein shall be deemed to give rise to a claim for severance under the Collective Bargaining Agreement. With respect to the Buyer's Benefit Plans, Buyer shall grant all Division Employees from and after the Closing Date credit for all service with Seller and its Affiliates and their respective predecessors prior to the Closing Date for all purposes (other than the accrual of benefits under a defined benefit or contributory pension plan, however, this proviso shall not preclude Buyer from granting such credit) for which such service was recognized by Seller and its Affiliates. With respect to Buyer's Benefit Plans (and any plan established pursuant to Section 9.4) that provide medical or dental benefits after the Closing Date, such plans shall waive any exclusions or limitations with respect to pre-existing conditions and actively-at-work exclusions. Buyer shall also cause its health plan(s) to be responsible for all health benefit claims by Division Employees and their covered dependents for services rendered after the Closing Date. Notwithstanding the foregoing, to the extent services are rendered after the Closing Date, Buyer shall be responsible 36

therefor, except as to Division Employees who have a condition prior to Closing and who are covered pursuant to Seller's health maintenance organization contract, which expires June 1, 1994, to the extent coverage is provided under such health maintenance organization contract. 9.3 EMPLOYEES COVERED BY THE COLLECTIVE BARGAINING AGREEMENT. Prior to, but effective as of, the Closing Date Buyer shall have entered into a new collective bargaining agreement ("New CBA") covering the Division Employees who are presently covered by the Collective Bargaining Agreement ("Bargaining Employees") and, except for the matters set forth on Schedule 4.11, shall expressly assume any and all of Seller's obligations and liabilities under the Collective Bargaining Agreement arising on or after the Closing Date, except any claims thereunder (without conceding any merit thereof) with respect to severance pay or plant closing which are based upon the Transactions. 9.4 BARGAINING BENEFIT PLANS. Effective as of the Closing Date, Buyer shall establish for the benefit of the Bargaining Employees such employee benefit plans as are required by the New CBA. 9.5 VACATION AND HOLIDAY PAY. As of the Closing Date, Buyer shall assume all of Seller's obligations for vacation and holiday pay to all Division Employees. 9.6 ACCESS TO INFORMATION. Commencing with the date hereof and continuing to the Closing Date and thereafter, Seller shall make reasonably available to Buyer such actuarial, financial, personnel and related information as may be reasonably requested by Buyer with respect to any Seller Plan as it relates to a Division Employee, including, but not limited to, compensation and employment histories.

therefor, except as to Division Employees who have a condition prior to Closing and who are covered pursuant to Seller's health maintenance organization contract, which expires June 1, 1994, to the extent coverage is provided under such health maintenance organization contract. 9.3 EMPLOYEES COVERED BY THE COLLECTIVE BARGAINING AGREEMENT. Prior to, but effective as of, the Closing Date Buyer shall have entered into a new collective bargaining agreement ("New CBA") covering the Division Employees who are presently covered by the Collective Bargaining Agreement ("Bargaining Employees") and, except for the matters set forth on Schedule 4.11, shall expressly assume any and all of Seller's obligations and liabilities under the Collective Bargaining Agreement arising on or after the Closing Date, except any claims thereunder (without conceding any merit thereof) with respect to severance pay or plant closing which are based upon the Transactions. 9.4 BARGAINING BENEFIT PLANS. Effective as of the Closing Date, Buyer shall establish for the benefit of the Bargaining Employees such employee benefit plans as are required by the New CBA. 9.5 VACATION AND HOLIDAY PAY. As of the Closing Date, Buyer shall assume all of Seller's obligations for vacation and holiday pay to all Division Employees. 9.6 ACCESS TO INFORMATION. Commencing with the date hereof and continuing to the Closing Date and thereafter, Seller shall make reasonably available to Buyer such actuarial, financial, personnel and related information as may be reasonably requested by Buyer with respect to any Seller Plan as it relates to a Division Employee, including, but not limited to, compensation and employment histories. 9.7 THIRD-PARTY BENEFICIARIES. No provision of this Article IX shall create any third-party beneficiary rights in any employee or former employer of the Division (including any beneficiary or dependent thereof), including, without limitation, any right to continued employment or employment in any particular position with Buyer for any specified period of time after the Closing Date. ARTICLE X INDEMNIFICATION 10.1 INDEMNIFICATION BY SELLER. Subject to the terms and conditions of this Article X, Seller shall indemnify Buyer and each of its officers, directors, employees and agents against, and hold them harmless from, any Loss suffered or 37

incurred by any such Indemnified Person (other than any relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of Seller contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto, (b) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date or (c) if the Closing occurs, the existence of, or the failure of Seller to pay, perform and discharge when due, any of the Excluded Liabilities (including, without limitation, any Losses as a result of the failure of Seller to comply with any Bulk Sales Laws referred to in Section 7.3); PROVIDED, HOWEVER, that Seller shall not have any liability under this Section 10.1 unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis with Losses for which Buyer is indemnified under Section 10.3, an amount equal to $50,000 (and then only to the extent of any such excess); and PROVIDED FURTHER, HOWEVER, that Seller's aggregate liability under this Section 10.1 and Section 10.3 shall in no event exceed $5,000,000. Notwithstanding the foregoing, (i) Seller shall have no obligation to indemnify Buyer for Losses, whether or not they result from the breach of a representation or warranty of Seller, if Buyer's representation and warranty in Section 5.6 has been breached as to the same matter, and the Losses sustained by Buyer in such matter shall not be cumulatively counted towards the $50,000 threshold, (ii) the covenant of Seller to perform remediation pursuant to Section 6.4 shall not be subject to any minimum or maximum liability in the event of indemnification of Buyer for Seller's breach thereof and (iii) Seller shall have no obligation to indemnify

incurred by any such Indemnified Person (other than any relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of Seller contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto, (b) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date or (c) if the Closing occurs, the existence of, or the failure of Seller to pay, perform and discharge when due, any of the Excluded Liabilities (including, without limitation, any Losses as a result of the failure of Seller to comply with any Bulk Sales Laws referred to in Section 7.3); PROVIDED, HOWEVER, that Seller shall not have any liability under this Section 10.1 unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis with Losses for which Buyer is indemnified under Section 10.3, an amount equal to $50,000 (and then only to the extent of any such excess); and PROVIDED FURTHER, HOWEVER, that Seller's aggregate liability under this Section 10.1 and Section 10.3 shall in no event exceed $5,000,000. Notwithstanding the foregoing, (i) Seller shall have no obligation to indemnify Buyer for Losses, whether or not they result from the breach of a representation or warranty of Seller, if Buyer's representation and warranty in Section 5.6 has been breached as to the same matter, and the Losses sustained by Buyer in such matter shall not be cumulatively counted towards the $50,000 threshold, (ii) the covenant of Seller to perform remediation pursuant to Section 6.4 shall not be subject to any minimum or maximum liability in the event of indemnification of Buyer for Seller's breach thereof and (iii) Seller shall have no obligation to indemnify Buyer with respect to any Loss, including but not limited to, any breach of the representations set forth in Section 4.5, which is within the scope of the Title Commitment, and Buyer agrees that its sole recourse with respect to such matters shall be against the issuer of the Title Commitment. 10.2 INDEMNIFICATION BY BUYER. Subject to the terms and conditions of this Article X, Buyer shall indemnify Seller and each of its officers, directors, employees and agents against, and hold them harmless from, any Loss suffered or incurred by any such Indemnified Person (other than any relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of Buyer contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto or in connection herewith, (b) any breach of any covenant of Buyer contained in this Agreement requiring performance after the Closing Date, (c) if the Closing occurs, the existence of, or the failure of Buyer to pay, perform and 38

discharge when due, any of the Assumed Liabilities and (d) if the Closing occurs, the ongoing operations of Buyer and the Assets after the Closing Date; PROVIDED, HOWEVER, that Buyer shall not have any liability under this Section 10.2 unless the aggregate of all Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis with Losses for which Seller is indemnified under Section 10.3, an amount equal to $50,000 (and then only to the extent of such excess); and PROVIDED FURTHER, HOWEVER, that Buyer's aggregate liability under clauses (a) and (b) of this Section 10.2 shall in no event exceed $5,000,000. 10.3 INDEMNIFICATION FOR ENVIRONMENTAL MATTERS. Subject to the terms and conditions of this Article X, Seller shall indemnify and hold Buyer harmless from and against all Losses resulting from claims or demands by any Governmental Agency or any third party which is unrelated to Buyer or its Affiliates arising under any Environmental Law to the extent such Losses (a) are attributable to Seller's use and/or occupancy of any premises owned or used by Seller prior to the Closing Date (a "Seller Facility") or to Hazardous Materials transported offsite from a Seller Facility for treatment, storage or disposal prior to the Closing, (b) are not attributable to acts or omissions (whether before or after the Closing) that are within the Knowledge of Buyer and (c) exceed, on a cumulative basis with Losses for which Buyer is indemnified under Section 10.1, an amount equal to $50,000; but only to the extent of such excess and PROVIDED, FURTHER, that Seller's aggregate liability under this Section 10.3 and Section 10.1 shall in no event exceed $5,000,000. Seller's indemnification liability hereunder (and its remediation obligation under Section 6.4) shall in no event be construed to extend to or include any remediation or other liability arising as a result of the presence of asbestos in or upon any of the improvements located on the Division Property at any

discharge when due, any of the Assumed Liabilities and (d) if the Closing occurs, the ongoing operations of Buyer and the Assets after the Closing Date; PROVIDED, HOWEVER, that Buyer shall not have any liability under this Section 10.2 unless the aggregate of all Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis with Losses for which Seller is indemnified under Section 10.3, an amount equal to $50,000 (and then only to the extent of such excess); and PROVIDED FURTHER, HOWEVER, that Buyer's aggregate liability under clauses (a) and (b) of this Section 10.2 shall in no event exceed $5,000,000. 10.3 INDEMNIFICATION FOR ENVIRONMENTAL MATTERS. Subject to the terms and conditions of this Article X, Seller shall indemnify and hold Buyer harmless from and against all Losses resulting from claims or demands by any Governmental Agency or any third party which is unrelated to Buyer or its Affiliates arising under any Environmental Law to the extent such Losses (a) are attributable to Seller's use and/or occupancy of any premises owned or used by Seller prior to the Closing Date (a "Seller Facility") or to Hazardous Materials transported offsite from a Seller Facility for treatment, storage or disposal prior to the Closing, (b) are not attributable to acts or omissions (whether before or after the Closing) that are within the Knowledge of Buyer and (c) exceed, on a cumulative basis with Losses for which Buyer is indemnified under Section 10.1, an amount equal to $50,000; but only to the extent of such excess and PROVIDED, FURTHER, that Seller's aggregate liability under this Section 10.3 and Section 10.1 shall in no event exceed $5,000,000. Seller's indemnification liability hereunder (and its remediation obligation under Section 6.4) shall in no event be construed to extend to or include any remediation or other liability arising as a result of the presence of asbestos in or upon any of the improvements located on the Division Property at any time. Seller's obligation to indemnify Buyer under this Section 10.3 (but not the covenant of Seller to perform remediation pursuant to Section 6.4, which is governed by Section 10.1 hereof) shall expire on the second anniversary of the Closing Date, and Buyer hereby expressly releases Seller from and after such second anniversary from any liability in respect of the matters covered by such indemnification, whether arising by statute or common law, or otherwise. Seller shall have no obligation to indemnify Buyer with respect to conditions that existed prior to Seller's use or occupancy of any Seller Facility. Buyer shall indemnify and hold Seller harmless from and against all Losses resulting from claims or demands by any Governmental Agency or private party arising under any Environmental Law to the extent such Losses are attributable to Buyer's use and/or occupancy of any Seller Facility. 39

10.4 LOSSES NET OF INSURANCE, ETC. (a) The amount of any Loss for which indemnification is provided under this Article X shall be net of any amounts recovered or recoverable by the Indemnified Person under insurance policies with respect to such Loss and of any reserve in respect thereof reflected on the Closing Balance Sheet. (b) If the Indemnifying Person makes any payment under this Article X in respect of any Loss, the Indemnifying Person shall be subrogated, to the extent of such payment, to the rights of the Indemnified Person against any insurer or third party with respect to such Losses. (c) Notwithstanding anything to the contrary elsewhere in this Agreement, no Indemnifying Person shall, in any event, be liable to the other party for any consequential damages, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement. Each party agrees that it will not seek punitive damages as to any matter under, relating to or arising out of the Transactions. (d) The parties hereto agree that the indemnification provisions of this Article X are intended to provide the exclusive remedy as to all Losses either may incur arising from or relating to the Transactions, and each party hereby waives, to the extent they may do so, any other rights or remedies that may arise under any applicable statute, rule or regulation. 10.5 TERMINATION OF INDEMNIFICATION. The obligations to indemnify and hold harmless a party

10.4 LOSSES NET OF INSURANCE, ETC. (a) The amount of any Loss for which indemnification is provided under this Article X shall be net of any amounts recovered or recoverable by the Indemnified Person under insurance policies with respect to such Loss and of any reserve in respect thereof reflected on the Closing Balance Sheet. (b) If the Indemnifying Person makes any payment under this Article X in respect of any Loss, the Indemnifying Person shall be subrogated, to the extent of such payment, to the rights of the Indemnified Person against any insurer or third party with respect to such Losses. (c) Notwithstanding anything to the contrary elsewhere in this Agreement, no Indemnifying Person shall, in any event, be liable to the other party for any consequential damages, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement. Each party agrees that it will not seek punitive damages as to any matter under, relating to or arising out of the Transactions. (d) The parties hereto agree that the indemnification provisions of this Article X are intended to provide the exclusive remedy as to all Losses either may incur arising from or relating to the Transactions, and each party hereby waives, to the extent they may do so, any other rights or remedies that may arise under any applicable statute, rule or regulation. 10.5 TERMINATION OF INDEMNIFICATION. The obligations to indemnify and hold harmless a party hereto, (A) pursuant to Sections 10.1(a) and 10.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.8, (B) pursuant to Section 10.3, shall terminate as set forth therein and (C) pursuant to Sections 10.1(b) and 10.2(b), shall terminate on the second anniversary of the Closing Date; PROVIDED, HOWEVER, that as to clauses (A), (B) and (C) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Person. For avoidance of doubt, in the event any of the remediation required to be performed by Seller pursuant to Section 6.4 is not completed prior to the second anniversary of the Closing Date, any breach of such covenant occurring after such second anniversary shall nevertheless give rise to an indemnification obligation on the part of Seller, and 40

the other provisions of this Article X shall continue to govern any claim of Buyer for indemnification in respect thereof. 10.6 PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Person of written notice of the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to

the other provisions of this Article X shall continue to govern any claim of Buyer for indemnification in respect thereof. 10.6 PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Person of written notice of the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a 41

mutually convenient basis in the manner specified in Section 8.5 hereof to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, in the event a Third-Party Claim is made against Seller as to which Seller is entitled to seek indemnification under this Article X and Seller concludes, in its reasonable judgment, that Buyer lacks the financial and personnel resources to vigorously defend Seller from such Third-Party Claim, Seller may elect to retain the defense of such Third-Party Claim and shall be entitled to be reimbursed by Buyer for its Losses incurred in such defense, such expenditures to be reimbursed promptly after submission of invoices therefor. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed). All Tax Claims (as defined in Section 10.7) shall be governed by Section 10.7. 10.7 PROCEDURES RELATING TO INDEMNIFICATION OF TAX CLAIMS. (a) If a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnitor shall not be liable to the Tax Indemnitee to the extent that the Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof.

mutually convenient basis in the manner specified in Section 8.5 hereof to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, in the event a Third-Party Claim is made against Seller as to which Seller is entitled to seek indemnification under this Article X and Seller concludes, in its reasonable judgment, that Buyer lacks the financial and personnel resources to vigorously defend Seller from such Third-Party Claim, Seller may elect to retain the defense of such Third-Party Claim and shall be entitled to be reimbursed by Buyer for its Losses incurred in such defense, such expenditures to be reimbursed promptly after submission of invoices therefor. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed). All Tax Claims (as defined in Section 10.7) shall be governed by Section 10.7. 10.7 PROCEDURES RELATING TO INDEMNIFICATION OF TAX CLAIMS. (a) If a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnitor shall not be liable to the Tax Indemnitee to the extent that the Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) With respect to any Tax Claim, the Tax Indemnitor shall control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion (and at its sole cost and expense) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; PROVIDED, HOWEVER, that the Tax Indemnitor shall not settle or compromise a Tax Claim without giving 30 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed, if such settlement or compromise would have a material adverse effect on 42

the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to the Tax Indemnitor of Records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 10.8 SURVIVAL OF REPRESENTATIONS. The representations and warranties in this Agreement and in any other document delivered in connection herewith shall survive the Closing solely for purposes of Sections 10.1(a) and 10.2(a) and shall terminate at the close of business on the second anniversary of the Closing Date except for the representations and warranties in Section 4.3 hereof, which shall survive until the expiration of the applicable statute of limitations. Representations and warranties relating to environmental matters in Section 4.10 shall not survive the Closing; however, the covenant in Section 6.4 shall be governed by Section 10.1 and Seller and Buyer's indemnification obligations as to environmental matters, which are not covered by Section 6.4, shall be governed by Section 10.3. ARTICLE XI GENERAL PROVISIONS 11.1 ASSIGNMENT. Prior to the Closing, this Agreement and the rights and obligations hereunder shall not be assignable or transferable by Buyer (including by operation of law in connection with a merger or sale of

the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to the Tax Indemnitor of Records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 10.8 SURVIVAL OF REPRESENTATIONS. The representations and warranties in this Agreement and in any other document delivered in connection herewith shall survive the Closing solely for purposes of Sections 10.1(a) and 10.2(a) and shall terminate at the close of business on the second anniversary of the Closing Date except for the representations and warranties in Section 4.3 hereof, which shall survive until the expiration of the applicable statute of limitations. Representations and warranties relating to environmental matters in Section 4.10 shall not survive the Closing; however, the covenant in Section 6.4 shall be governed by Section 10.1 and Seller and Buyer's indemnification obligations as to environmental matters, which are not covered by Section 6.4, shall be governed by Section 10.3. ARTICLE XI GENERAL PROVISIONS 11.1 ASSIGNMENT. Prior to the Closing, this Agreement and the rights and obligations hereunder shall not be assignable or transferable by Buyer (including by operation of law in connection with a merger or sale of substantially all the assets, of Buyer) without the prior written consent of Seller; PROVIDED, HOWEVER, that Buyer may assign its right to purchase the Assets hereunder to an Affiliate of Buyer that can accurately make all of Buyer's representations and warranties as of the Closing without the prior written consent of Seller; PROVIDED FURTHER, HOWEVER, that no assignment shall limit or affect Buyer's obligations hereunder. 11.2 NO THIRD-PARTY BENEFICIARIES. Except as provided in Article X as to Indemnified Persons, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns, any legal or equitable rights hereunder. 43

11.3 TERMINATION. (a) Anything contained herein to the contrary notwithstanding, this Agreement may be terminated (except as set forth in Section 11.3(c)) and the Transactions abandoned at any time prior to the Closing Date: (i) by mutual written consent of Seller and Buyer; (ii) by Seller pursuant to Section 6.4 or if any of the conditions set forth in Section 3.1 shall have become incapable of fulfillment, and shall not have been waived by Seller; (iii) by Buyer if any of the conditions set forth in Section 3.2 shall have become incapable of fulfillment, and shall not have been waived by Buyer; or (iv) by either party hereto, if the Closing does not occur on or prior to May 27, 1994. (b) In the event of termination by Seller or Buyer pursuant to this Section 11.3, written notice thereof shall forthwith be given to the other party and the Transactions shall be terminated, without further action by either party. If the Transactions are terminated as provided herein: (i) Buyer shall return all documents and copies and other material received from Seller relating to the Transactions, whether so obtained before or after the execution hereof, to Seller;

11.3 TERMINATION. (a) Anything contained herein to the contrary notwithstanding, this Agreement may be terminated (except as set forth in Section 11.3(c)) and the Transactions abandoned at any time prior to the Closing Date: (i) by mutual written consent of Seller and Buyer; (ii) by Seller pursuant to Section 6.4 or if any of the conditions set forth in Section 3.1 shall have become incapable of fulfillment, and shall not have been waived by Seller; (iii) by Buyer if any of the conditions set forth in Section 3.2 shall have become incapable of fulfillment, and shall not have been waived by Buyer; or (iv) by either party hereto, if the Closing does not occur on or prior to May 27, 1994. (b) In the event of termination by Seller or Buyer pursuant to this Section 11.3, written notice thereof shall forthwith be given to the other party and the Transactions shall be terminated, without further action by either party. If the Transactions are terminated as provided herein: (i) Buyer shall return all documents and copies and other material received from Seller relating to the Transactions, whether so obtained before or after the execution hereof, to Seller; (ii) all confidential information received by Buyer with respect to the Division and Seller shall be treated in accordance with the applicable provisions of the Letter of Intent which shall remain in full force and effect notwithstanding the termination of this Agreement. (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 11.3, this Agreement shall become void and of no further force and effect, except for the provisions of (i) Section 7.1 relating to the obligation of Buyer to keep confidential certain information and data obtained by it, (ii) Section 11.4 relating to certain expenses, (iii) Section 12.5 relating to attorney fees and expenses, 44

(iv) Section 11.11 relating to finder's fees and broker's fees and (v) this Section 11.3. Nothing in this Section 11.3 shall be deemed to release either party from any liability for any breach by such party of the terms and provisions of this Agreement which occurred prior to its termination or to impair the right of either party to compel specific performance by the other party of its obligations under this Agreement. 11.4 EXPENSES. Whether or not the Transactions are consummated, and except as otherwise provided in this Agreement, all fees, costs and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such fees, costs or expenses. 11.5 ATTORNEYS' FEES. Should any litigation be commenced concerning this Agreement or the rights and duties of any party with respect to it, the party prevailing shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for such party's attorney fees and expenses determined by the court in such litigation or in a separate action brought for that purpose. 11.6 AMENDMENTS. No amendment to this Agreement shall be effective unless it shall be in writing and signed by both parties hereto. 11.7 NOTICES. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows:

(iv) Section 11.11 relating to finder's fees and broker's fees and (v) this Section 11.3. Nothing in this Section 11.3 shall be deemed to release either party from any liability for any breach by such party of the terms and provisions of this Agreement which occurred prior to its termination or to impair the right of either party to compel specific performance by the other party of its obligations under this Agreement. 11.4 EXPENSES. Whether or not the Transactions are consummated, and except as otherwise provided in this Agreement, all fees, costs and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such fees, costs or expenses. 11.5 ATTORNEYS' FEES. Should any litigation be commenced concerning this Agreement or the rights and duties of any party with respect to it, the party prevailing shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for such party's attorney fees and expenses determined by the court in such litigation or in a separate action brought for that purpose. 11.6 AMENDMENTS. No amendment to this Agreement shall be effective unless it shall be in writing and signed by both parties hereto. 11.7 NOTICES. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows: (i) if to Buyer, to: The Louis Allis Company 427 East Stewart Street P.O. Box 2020 Milwaukee, Wisconsin 53201-2020 Attention: Daniel E. Stetler, President with a copy to: Foley & Lardner 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5367 Attention: Luke E. Sims, Esq. 45

(ii) if to Seller, to:
MagneTek, Inc. 11150 Santa Monica Boulevard 15th Floor Los Angeles, California 90025 Attention: Samuel A. Miley, Esq. General Counsel

with a copy to: Gibson, Dunn & Crutcher 2029 Century Park East Suite 4200 Los Angeles, California 90067 Attention: Jennifer Bellah, Esq. 11.8 INTERPRETATION; EXHIBITS AND SCHEDULES. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any matter disclosed in one Schedule hereto shall be deemed incorporated by reference into each other Schedule hereto and disclosed in each such Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined in this Agreement.

(ii) if to Seller, to:
MagneTek, Inc. 11150 Santa Monica Boulevard 15th Floor Los Angeles, California 90025 Attention: Samuel A. Miley, Esq. General Counsel

with a copy to: Gibson, Dunn & Crutcher 2029 Century Park East Suite 4200 Los Angeles, California 90067 Attention: Jennifer Bellah, Esq. 11.8 INTERPRETATION; EXHIBITS AND SCHEDULES. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any matter disclosed in one Schedule hereto shall be deemed incorporated by reference into each other Schedule hereto and disclosed in each such Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined in this Agreement. 11.9 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. 11.10 ENTIRE AGREEMENT. This Agreement and the other Transaction Documents contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written agreements and understandings (including, without limitation, the Letter of Intent except as to the confidentiality provisions thereof) relating to such subject matter. 11.11 FEES. Each party hereto hereby represents and warrants that no broker or finder has acted for such party in connection with this Agreement or the transactions contemplated hereby or may be entitled to any brokerage fee, finder's fee or commission in respect thereof. 11.12 SEVERABILITY. If any provision of this Agreement or the application of any such provision to any person 46

or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 11.13 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. MAGNETEK, INC.
By:/s/John P. Colling, Jr. -----------------------Name: John P. Colling, Jr. Title: Vice President and Treasurer

or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 11.13 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. MAGNETEK, INC.
By:/s/John P. Colling, Jr. -----------------------Name: John P. Colling, Jr. Title: Vice President and Treasurer

THE LOUIS ALLIS COMPANY
By:/s/Daniel E. Stetler -----------------------Name: Daniel E. Stetler Title: President

47

[Execution Copy]

ASSET PURCHASE AGREEMENT among MAGNETEK, INC., MAGNETEK CONTROLS, INC. and CONTROLS ACQUISITION CORPORATION Dated as of June 17, 1994 SALE OF MAGNETEK CONTROLS, INC. AND THE MAGNETEK TRANSDUCERS DIVISION

TABLE OF CONTENTS ----------------PAGE ---ARTICLE I 1.1 1.2 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . Certain Defined Terms . . . . . . . . . . . . . . . . . . Other Definitional Provisions . . . . . . . . . . . . . . 1 1 7

[Execution Copy]

ASSET PURCHASE AGREEMENT among MAGNETEK, INC., MAGNETEK CONTROLS, INC. and CONTROLS ACQUISITION CORPORATION Dated as of June 17, 1994 SALE OF MAGNETEK CONTROLS, INC. AND THE MAGNETEK TRANSDUCERS DIVISION

TABLE OF CONTENTS ----------------PAGE ---ARTICLE I 1.1 1.2 ARTICLE II 2.1 2.2 2.3 2.4 2.5 2.6 2.7 ARTICLE III 3.1 3.2 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 ARTICLE V 5.1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . Certain Defined Terms . . . . . . . . . . . . . . . . . . Other Definitional Provisions . . . . . . . . . . . . . . CLOSING; PURCHASE PRICE ADJUSTMENT. . . . . . . . . . . . Sale and Transfer of the Assets Assets Not Transferred. . . . . Assumed Liabilities . . . . . . Closing . . . . . . . . . . . . Purchase Price Adjustment . . . Tax Allocation. . . . . . . . . Sales and Use Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 7 7 7 9 10 13 14 17 17 18 18 20 21

CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . Buyer's Obligation. . . . . . . . . . . . . . . . . . . . Sellers' Obligation . . . . . . . . . . . . . . . . . . . REPRESENTATIONS AND WARRANTIES OF SELLERS . . . . . . . . Authority; Corporate Matters; No Conflicts; Governmental Consents . . . . . . . Financial Statements; Absence of Changes. . . . . Taxes . . . . . . . . . . . . . . . . . . . . . . Assets Other than Real Property Interests . . . . Real Property . . . . . . . . . . . . . . . . . . Intellectual Property . . . . . . . . . . . . . . Contracts . . . . . . . . . . . . . . . . . . . . Litigation; Decrees . . . . . . . . . . . . . . . Employee and Related Matters. . . . . . . . . . . Environmental Matters . . . . . . . . . . . . . . Employee and Labor Relations. . . . . . . . . . . Assets Owned by Affiliates. . . . . . . . . . . . Compliance with Law; Governmental Authorizations. Assets of the Business. . . . . . . . . . . . . .

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21 22 25 25 26 27 28 29 30 30 31 31 32 32 32 32

REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . Authority; No Conflicts; Governmental Consents. . . . . .

TABLE OF CONTENTS ----------------PAGE ---ARTICLE I 1.1 1.2 ARTICLE II 2.1 2.2 2.3 2.4 2.5 2.6 2.7 ARTICLE III 3.1 3.2 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 ARTICLE V 5.1 5.2 5.3 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . Certain Defined Terms . . . . . . . . . . . . . . . . . . Other Definitional Provisions . . . . . . . . . . . . . . CLOSING; PURCHASE PRICE ADJUSTMENT. . . . . . . . . . . . Sale and Transfer of the Assets Assets Not Transferred. . . . . Assumed Liabilities . . . . . . Closing . . . . . . . . . . . . Purchase Price Adjustment . . . Tax Allocation. . . . . . . . . Sales and Use Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 7 7 7 9 10 13 14 17 17 18 18 20 21

CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . Buyer's Obligation. . . . . . . . . . . . . . . . . . . . Sellers' Obligation . . . . . . . . . . . . . . . . . . . REPRESENTATIONS AND WARRANTIES OF SELLERS . . . . . . . . Authority; Corporate Matters; No Conflicts; Governmental Consents . . . . . . . Financial Statements; Absence of Changes. . . . . Taxes . . . . . . . . . . . . . . . . . . . . . . Assets Other than Real Property Interests . . . . Real Property . . . . . . . . . . . . . . . . . . Intellectual Property . . . . . . . . . . . . . . Contracts . . . . . . . . . . . . . . . . . . . . Litigation; Decrees . . . . . . . . . . . . . . . Employee and Related Matters. . . . . . . . . . . Environmental Matters . . . . . . . . . . . . . . Employee and Labor Relations. . . . . . . . . . . Assets Owned by Affiliates. . . . . . . . . . . . Compliance with Law; Governmental Authorizations. Assets of the Business. . . . . . . . . . . . . .

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21 22 25 25 26 27 28 29 30 30 31 31 32 32 32 32 33 33

REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . Authority; No Conflicts; Governmental Consents. . . . . . Actions and Proceedings, Etc. . . . . . . . . . . . . . . Inconsistent Representations. . . . . . . . . . . . . . . i

ARTICLE VI 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 ARTICLE VII 7.1 7.2 7.3 7.4 ARTICLE VIII 8.1

COVENANTS OF SELLERS. . . . . . . . . . . . . . . . . . . Access. . . . . . . . . . . . . . . . . . . Ordinary Conduct. . . . . . . . . . . . . . Insurance . . . . . . . . . . . . . . . . . Title Commitment. . . . . . . . . . . . . . Acquisition Proposals . . . . . . . . . . . Accounts Receivable . . . . . . . . . . . . Disclosure of Information; Non-Competition. Assets. . . . . . . . . . . . . . . . . . . Removal of Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34 34 35 35 35 36 36 37 38 39 39 39 39 40 40 40 40

COVENANTS OF BUYER. . . . . . . . . . . . . . . . . . . . Confidentiality . . Accounts Receivable Excluded Assets . . Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

MUTUAL COVENANTS. . . . . . . . . . . . . . . . . . . . . HSR Filings; Permits and Consents . . . . . . . . . . . .

ARTICLE VI 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 ARTICLE VII 7.1 7.2 7.3 7.4 ARTICLE VIII 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 ARTICLE IX 9.1 9.2 9.3 9.4 9.5 ARTICLE X 10.1 10.2 10.3 10.4 10.5 10.6

COVENANTS OF SELLERS. . . . . . . . . . . . . . . . . . . Access. . . . . . . . . . . . . . . . . . . Ordinary Conduct. . . . . . . . . . . . . . Insurance . . . . . . . . . . . . . . . . . Title Commitment. . . . . . . . . . . . . . Acquisition Proposals . . . . . . . . . . . Accounts Receivable . . . . . . . . . . . . Disclosure of Information; Non-Competition. Assets. . . . . . . . . . . . . . . . . . . Removal of Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34 34 35 35 35 36 36 37 38 39 39 39 39 40 40 40 40 41 42 42 42 42 43 43 44 45 45 46 46 46 47 47 47 48 48 48 49 50 51 51

COVENANTS OF BUYER. . . . . . . . . . . . . . . . . . . . Confidentiality . . Accounts Receivable Excluded Assets . . Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

MUTUAL COVENANTS. . . . . . . . . . . . . . . . . . . . . HSR Filings; Permits and Consents . . . . Cooperation . . . . . . . . . . . . . . . Publicity . . . . . . . . . . . . . . . . Reasonable Efforts. . . . . . . . . . . . Records . . . . . . . . . . . . . . . . . Access to Former Business Records . . . . Use of Trademark and Trade Names. . . . . Required Modifications or Replacements of Assumed Litigation. . . . . . . . . . . . Waiver of Bulk Sales Law Compliance . . . Further Instruments and Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Products. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EMPLOYEE BENEFIT MATTERS. . . . . . . . . . . . . . . . . Employee Retention. . . . . Employee Benefit Plans. . . Vacation and Holiday Pay. . Access to Information . . . No Third Party Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . Indemnification by Sellers. . . . . . . . . . Indemnification by Buyer. . . . . . . . . . . Indemnification for Environmental Matters.. . Losses Net of Insurance, Etc. . . . . . . . . Termination of Indemnification. . . . . . . . Procedures Relating to Indemnification (Other for Tax Claims) . . . . . . . . . . . . . . . ii . . . . . . . . . . . . . . . than . . . . . . . . . . . . . . . . . .

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10.7 10.8 10.9 10.10 ARTICLE XI 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13

Procedures Relating to Indemnification of Tax Claims. Survival of Representations . . . . . . . . . . . . . Parties Free to Refer to Obligations of the Other . . Interest. . . . . . . . . . . . . . . . . . . . . . .

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53 54 54 54 54 54 55 55 56 56 57 57 58 58 58 59 59 59

GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . Benefits of Agreement; Assignment . . . No Third-Party Beneficiaries. . . . . . Termination . . . . . . . . . . . . . . Expenses. . . . . . . . . . . . . . . . Attorneys' Fees . . . . . . . . . . . . Amendment, Modification and Waiver. . . Notices . . . . . . . . . . . . . . . . Interpretation; Exhibits and Schedules. Counterparts. . . . . . . . . . . . . . Entire Agreement. . . . . . . . . . . . Fees. . . . . . . . . . . . . . . . . . Severability. . . . . . . . . . . . . . Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10.7 10.8 10.9 10.10 ARTICLE XI 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 EXHIBIT A

Procedures Relating to Indemnification of Tax Claims. Survival of Representations . . . . . . . . . . . . . Parties Free to Refer to Obligations of the Other . . Interest. . . . . . . . . . . . . . . . . . . . . . .

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53 54 54 54 54 54 55 55 56 56 57 57 58 58 58 59 59 59

GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . Benefits of Agreement; Assignment . . . No Third-Party Beneficiaries. . . . . . Termination . . . . . . . . . . . . . . Expenses. . . . . . . . . . . . . . . . Attorneys' Fees . . . . . . . . . . . . Amendment, Modification and Waiver. . . Notices . . . . . . . . . . . . . . . . Interpretation; Exhibits and Schedules. Counterparts. . . . . . . . . . . . . . Entire Agreement. . . . . . . . . . . . Fees. . . . . . . . . . . . . . . . . . Severability. . . . . . . . . . . . . . Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Form of Bulk Bill of Sale, Assignment and Assumption Agreement. . . . . . . . . . . . . . . . . . . Supply Agreement. . . . . . . . . . . . . . . . . . . . . Escrow Agreement. . . . . . . . . . . . . . . . . . . . . Form of Opinion of Gibson, Dunn & Crutcher. . . . . . . . Form of Opinion of General Counsel of MagneTek, Inc.. . . Form of Opinion of O'Sullivan Graev & Karabell. . . . . .

1 1 1 1 1 1

EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F

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SCHEDULES - --------Schedule 2.1(a) Schedule 2.1(b) Schedule 2.6 Schedule 4.1(b) Schedule 4.1(c) Schedule 4.1(d) Schedule 4.2(a) Schedule 4.2(b) Schedule 4.2(c) Schedule 4.3 Schedule 4.4 Schedule 4.5 Schedule 4.6 Schedule 4.7 Schedule 4.8 Schedule 4.9(a),(b) Schedule 4.11 Schedule 4.12 Schedule 4.13 Schedule 5.1(b) Schedule 6.2 Schedule 6.7

Owned Property Leased Property Purchase Price Allocation [post signing] Jurisdictions where the Business does business Capital Stock Owned By Controls Seller Consents Financial Statements Additional Liabilities Changes since December 31, 1993 Taxes Liens Real Property and Leases Intellectual Property Contracts Litigation Employee and Related Matters Labor Matters Assets Owned by Affiliates Compliance with Law Conflicts Exceptions to Ordinary Course Products Covered by Noncompete Agreement

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ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of June 17, 1994, between MAGNETEK, INC., a Delaware corporation ("MagneTek"), MAGNETEK CONTROLS, INC., a Delaware corporation ("Controls"; and

SCHEDULES - --------Schedule 2.1(a) Schedule 2.1(b) Schedule 2.6 Schedule 4.1(b) Schedule 4.1(c) Schedule 4.1(d) Schedule 4.2(a) Schedule 4.2(b) Schedule 4.2(c) Schedule 4.3 Schedule 4.4 Schedule 4.5 Schedule 4.6 Schedule 4.7 Schedule 4.8 Schedule 4.9(a),(b) Schedule 4.11 Schedule 4.12 Schedule 4.13 Schedule 5.1(b) Schedule 6.2 Schedule 6.7

Owned Property Leased Property Purchase Price Allocation [post signing] Jurisdictions where the Business does business Capital Stock Owned By Controls Seller Consents Financial Statements Additional Liabilities Changes since December 31, 1993 Taxes Liens Real Property and Leases Intellectual Property Contracts Litigation Employee and Related Matters Labor Matters Assets Owned by Affiliates Compliance with Law Conflicts Exceptions to Ordinary Course Products Covered by Noncompete Agreement

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ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of June 17, 1994, between MAGNETEK, INC., a Delaware corporation ("MagneTek"), MAGNETEK CONTROLS, INC., a Delaware corporation ("Controls"; and together with MagneTek, the "Sellers") and CONTROLS ACQUISITION CORPORATION, a Delaware corporation (the "Buyer"). MagneTek, through its MagneTek Transducers Division (the "Division"), and Controls are engaged in the business (the "Business") of developing, manufacturing, selling and distributing various products, including rotary cam limit switches, programmable limit switches, tank monitoring systems, industrial brakes, pressure and position transducers, accelerometers, programmable logic controllers and other products related to the foregoing. The parties hereto desire that the Sellers sell, transfer, convey and assign to the Buyer all of the assets, properties, interests in properties and rights used primarily in, held for use primarily in or otherwise relating to the Business, and that the Buyer purchase and acquire the same, subject to the assumption by the Buyer of certain liabilities and obligations of the Sellers relating to the Business, upon the terms and subject to the conditions hereinafter set forth. NOW THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act by the SEC, as in effect on the date hereof. "Assets" has the meaning set forth in Section 2.1. "Assigned Contracts" has the meaning set forth in Section 2.1(f). "Assumed Liabilities" has the meaning set forth in Section 2.3.

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of June 17, 1994, between MAGNETEK, INC., a Delaware corporation ("MagneTek"), MAGNETEK CONTROLS, INC., a Delaware corporation ("Controls"; and together with MagneTek, the "Sellers") and CONTROLS ACQUISITION CORPORATION, a Delaware corporation (the "Buyer"). MagneTek, through its MagneTek Transducers Division (the "Division"), and Controls are engaged in the business (the "Business") of developing, manufacturing, selling and distributing various products, including rotary cam limit switches, programmable limit switches, tank monitoring systems, industrial brakes, pressure and position transducers, accelerometers, programmable logic controllers and other products related to the foregoing. The parties hereto desire that the Sellers sell, transfer, convey and assign to the Buyer all of the assets, properties, interests in properties and rights used primarily in, held for use primarily in or otherwise relating to the Business, and that the Buyer purchase and acquire the same, subject to the assumption by the Buyer of certain liabilities and obligations of the Sellers relating to the Business, upon the terms and subject to the conditions hereinafter set forth. NOW THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act by the SEC, as in effect on the date hereof. "Assets" has the meaning set forth in Section 2.1. "Assigned Contracts" has the meaning set forth in Section 2.1(f). "Assumed Liabilities" has the meaning set forth in Section 2.3.

"Assumed Litigation" has the meaning set forth in Section 2.3(b). "Bill of Sale, Assignment and Assumption Agreement" means a Bill of Sale, Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A. "Business" has the meaning set forth in the preamble. "Business Day" means a day other than a Saturday or a Sunday or other day on which commercial banks in New York are authorized or required by law to close. "Business Employee" means any individual actively employed by either Seller working primarily for the Business on the Closing Date, including any such employee on vacation or illness leave on such date. "Business Property" has the meaning set forth in Section 4.5 hereto. "Claim" means any claim, demand, assessment, action, arbitration, suit, proceeding, investigation, cause of action, litigation, judgment, order or decree. "Closing Balance Sheet" has the meaning set forth in Section 2.5.

"Assumed Litigation" has the meaning set forth in Section 2.3(b). "Bill of Sale, Assignment and Assumption Agreement" means a Bill of Sale, Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A. "Business" has the meaning set forth in the preamble. "Business Day" means a day other than a Saturday or a Sunday or other day on which commercial banks in New York are authorized or required by law to close. "Business Employee" means any individual actively employed by either Seller working primarily for the Business on the Closing Date, including any such employee on vacation or illness leave on such date. "Business Property" has the meaning set forth in Section 4.5 hereto. "Claim" means any claim, demand, assessment, action, arbitration, suit, proceeding, investigation, cause of action, litigation, judgment, order or decree. "Closing Balance Sheet" has the meaning set forth in Section 2.5. "Closing Date" means the day on which the Closing occurs pursuant to Section 2.4. "Closing Net Assets" has the meaning set forth in Section 2.5(a). "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Confidential Information" has the meaning set forth in Section 6.7. "Contract" means any contract, agreement, instrument, license, lease, sales or purchase order or other legally binding commitment or undertaking, whether written or oral, to which Controls is a party or to which MagneTek or the Business is a party and relating primarily to the Business. "Contractual Obligation" means, as to any Person, any provision of any note, bond or security issued by such Person or of any mortgage, indenture, deed of trust, lease, license, franchise, contract, agreement, instrument or undertaking to which such Person is a party or by which it or any of its property or assets is subject. 2

"December Balance Sheet" means the unaudited balance sheet of the Business as of December 31, 1993, attached hereto as part of Schedule 4.2, which shows the adjustments made to the Interim Balance Sheet to arrive at the December 31 Balance Sheet. "Employee Benefit Arrangements" means each and all pension, supplemental pension, accidental death and dismemberment, life and health insurance and benefits (including medical, dental, vision and hospitalization), short and long-term disability, savings, bonus, deferred compensation, incentive compensation, holiday, vacation, severance pay, salary continuation, sick pay, sick leave, tuition refund, service award, company car, scholarship, relocation, patent award, fringe benefit, flexible spending account programs and other employee benefit arrangements, plans, contracts or policies or practices providing employee or executive compensation or benefits to Business Employees, other than the Employee Benefit Plans. "Employee Benefit Plans" means each and all "employee benefit plans," as defined in Section 3(3) of ERISA, maintained or contributed to by Sellers or in which Sellers participate or participated and which provides benefits to Business Employees, including (i) any such plans that are "employee welfare benefit plans" as defined in Section 3(1) of ERISA and (ii) any such plans that are "employee pension benefit plans" as defined in Section 3 (2) of ERISA.

"December Balance Sheet" means the unaudited balance sheet of the Business as of December 31, 1993, attached hereto as part of Schedule 4.2, which shows the adjustments made to the Interim Balance Sheet to arrive at the December 31 Balance Sheet. "Employee Benefit Arrangements" means each and all pension, supplemental pension, accidental death and dismemberment, life and health insurance and benefits (including medical, dental, vision and hospitalization), short and long-term disability, savings, bonus, deferred compensation, incentive compensation, holiday, vacation, severance pay, salary continuation, sick pay, sick leave, tuition refund, service award, company car, scholarship, relocation, patent award, fringe benefit, flexible spending account programs and other employee benefit arrangements, plans, contracts or policies or practices providing employee or executive compensation or benefits to Business Employees, other than the Employee Benefit Plans. "Employee Benefit Plans" means each and all "employee benefit plans," as defined in Section 3(3) of ERISA, maintained or contributed to by Sellers or in which Sellers participate or participated and which provides benefits to Business Employees, including (i) any such plans that are "employee welfare benefit plans" as defined in Section 3(1) of ERISA and (ii) any such plans that are "employee pension benefit plans" as defined in Section 3 (2) of ERISA. "Environmental Law" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and any other applicable statutes, regulations, rules, ordinances or codes or any order, decree, consent decree or similarly binding instrument from a court or other Governmental Authority which relate to the protection of human health or the environment, including but not limited to, any of the foregoing regulating the presence, manufacture, transfer, generation, production, refinement, pumping, processing, distribution, use, treatment, storage, transport, handling, abatement, remediation, clean up or removal of Hazardous Materials. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "Escrow Agent" means Commerce Escrow Agent (or other party serving as successor escrow agent under the Escrow Agreement). "Escrow Agreement" means an escrow agreement to be entered into by Sellers and Buyer on the Closing Date relating 3

to the escrow of $2,300,000 of the purchase price pending final determination thereof in substantially the form of Exhibit C hereto. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated from time to time thereunder. "Excluded Assets" has the meaning set forth in Section 2.2. "Excluded Liabilities" has the meaning set forth in Section 2.3. "GAAP" means generally accepted accounting principles in the United States of America. "Governmental Authority" means any nation or government, any state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Hazardous Material" means any substance: (i) which is defined as a hazardous waste, hazardous substance, pollutant or contaminant under any Environmental Law, (ii) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated by any Governmental Authority, or (iii) which contains gasoline, diesel fuel or other petroleum hydrocarbons.

to the escrow of $2,300,000 of the purchase price pending final determination thereof in substantially the form of Exhibit C hereto. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated from time to time thereunder. "Excluded Assets" has the meaning set forth in Section 2.2. "Excluded Liabilities" has the meaning set forth in Section 2.3. "GAAP" means generally accepted accounting principles in the United States of America. "Governmental Authority" means any nation or government, any state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Hazardous Material" means any substance: (i) which is defined as a hazardous waste, hazardous substance, pollutant or contaminant under any Environmental Law, (ii) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated by any Governmental Authority, or (iii) which contains gasoline, diesel fuel or other petroleum hydrocarbons. "Hired Employees" has the meaning set forth in Section 9.1. "Knowledge of Sellers" with reference to any of the representations and warranties of Sellers means (i) the actual knowledge of the following individuals: David P. Reiland, John P. Colling, Jr., Samuel A. Miley, Dennis Hatfield, Brian Dundon, Dennis Berndt, Thomas Kmak, John Steiner and Kent Kirchstein; PROVIDED, HOWEVER, that any such individual shall be deemed to have had actual knowledge of any matter that would have been apparent to a reasonable person of comparable education, background and responsibilities under the circumstances and (ii) in addition, insofar as either Blair Simmons or Richard Baumhauer (the "Business Representatives") has reviewed or prepared, and provided written materials to MagneTek for use in connection with this Agreement, the actual knowledge of either such Business Representative; PROVIDED, HOWEVER, that in the absence of actual knowledge (including deemed actual knowledge) of either Seller as defined in the preceding clause (i) to the contrary on any subject covered 4

thereby, such written materials shall be conclusive evidence as to the knowledge of Sellers. "Indemnified Person" means, with respect to any Loss, the Person seeking indemnification hereunder. "Indemnifying Person" means, with respect to any Loss, the Person from whom indemnification is being sought hereunder. "Intellectual Property Rights" has the meaning set forth in Section 4.6. "Interim Balance Sheet" has the meaning set forth in Section 4.2. "Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), option, right of first refusal or right of first offer or other security interest or agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing). "Loss" means any loss, cost, liability, claim, damage, or expense (including reasonable attorneys' fees and disbursements and the costs of investigation). "Material Adverse Effect" means a material adverse effect on (a) the business, operations, results of operations,

thereby, such written materials shall be conclusive evidence as to the knowledge of Sellers. "Indemnified Person" means, with respect to any Loss, the Person seeking indemnification hereunder. "Indemnifying Person" means, with respect to any Loss, the Person from whom indemnification is being sought hereunder. "Intellectual Property Rights" has the meaning set forth in Section 4.6. "Interim Balance Sheet" has the meaning set forth in Section 4.2. "Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), option, right of first refusal or right of first offer or other security interest or agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing). "Loss" means any loss, cost, liability, claim, damage, or expense (including reasonable attorneys' fees and disbursements and the costs of investigation). "Material Adverse Effect" means a material adverse effect on (a) the business, operations, results of operations, property, assets, liabilities or condition (financial or other) of the Business, taken as a whole or (b) the ability of Sellers to consummate the Transactions. "Owned Property" has the meaning set forth in Section 2.1(a). "Permits" has the meaning set forth in Section 4.13. "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. "Records" has the meaning set forth in Section 2.1(h). "Required Modification" means, with respect to any product, a modification, improvement or enhancement which is (a) required by any Requirement of Law or (b) otherwise necessary or advisable in Sellers' reasonable discretion to permit Sellers to meet any duty or obligation owing by Sellers to remedy defects or hazards in such products or to provide any warning with respect to any such defects or hazards. Required 5

Modification shall in no event mean or include any modification, improvement or enhancement required by any written warranty covering the relevant product. "Requirement of Law" means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, statute, treaty, rule, regulation, ordinance, order, decree, consent decree or similar instrument or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject. "SEC" means the Securities and Exchange Commission. "Sellers" has the meaning set forth in the preamble hereto. "Sellers' Plans" means each and all Employee Benefit Plans and Employee Benefit Arrangements sponsored or maintained by Sellers under which any Business Employee participates or is entitled to receive benefits. "Specifically Excluded Liabilities" has the meaning set forth in

Modification shall in no event mean or include any modification, improvement or enhancement required by any written warranty covering the relevant product. "Requirement of Law" means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, statute, treaty, rule, regulation, ordinance, order, decree, consent decree or similar instrument or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject. "SEC" means the Securities and Exchange Commission. "Sellers" has the meaning set forth in the preamble hereto. "Sellers' Plans" means each and all Employee Benefit Plans and Employee Benefit Arrangements sponsored or maintained by Sellers under which any Business Employee participates or is entitled to receive benefits. "Specifically Excluded Liabilities" has the meaning set forth in Section 2.3. "Supply Agreement" means the agreement between Buyer and Sellers relating to the supply of certain components relating to the Allispede product line, in form and substance reasonably satisfactory to Buyer and Sellers, containing the terms set forth on the summary attached hereto as Exhibit B. "Tax" or "Taxes" means, with respect to any Person, any federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, value-added, capital, unitary, intangible, franchise, profits, license, withholding, payroll, employment, unemployment, excise, severance, stamp, transfer, occupation, premium, property or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any jurisdiction or other taxing authority, on such Person. "Tax Returns" has the meaning set forth in Section 4.3. "Transaction Documents" means (i) this Agreement, (ii) the Bill of Sale, Assignment and Assumption Agreement, (iii) the special warranty deeds of conveyance of Owned Property and the other instruments of conveyance furnished pursuant to 6

Section 2.4, (iv) the Escrow Agreement and (v) the Supply Agreement. "Transactions" means the transactions contemplated by the Transaction Documents. 1.2 OTHER DEFINITIONAL PROVISIONS. (a) Terms defined in this Agreement in Sections other than Section 1.1 shall have the meanings as so defined when used in this Agreement. (b) As used herein, accounting terms not defined or to the extent not defined, shall have the respective meanings given to them under GAAP. (c) Unless express reference is made to Business Days, references to days shall be to calendar days. ARTICLE II CLOSING; PURCHASE PRICE ADJUSTMENT 2.1 SALE AND TRANSFER OF THE ASSETS. Subject to the terms and conditions of this Agreement, on the Closing Date Sellers will sell, convey, transfer, assign and deliver to Buyer all of Sellers' right, title and interest in,

Section 2.4, (iv) the Escrow Agreement and (v) the Supply Agreement. "Transactions" means the transactions contemplated by the Transaction Documents. 1.2 OTHER DEFINITIONAL PROVISIONS. (a) Terms defined in this Agreement in Sections other than Section 1.1 shall have the meanings as so defined when used in this Agreement. (b) As used herein, accounting terms not defined or to the extent not defined, shall have the respective meanings given to them under GAAP. (c) Unless express reference is made to Business Days, references to days shall be to calendar days. ARTICLE II CLOSING; PURCHASE PRICE ADJUSTMENT 2.1 SALE AND TRANSFER OF THE ASSETS. Subject to the terms and conditions of this Agreement, on the Closing Date Sellers will sell, convey, transfer, assign and deliver to Buyer all of Sellers' right, title and interest in, to and under the assets, properties, interests in properties and rights of Sellers of every kind, nature and description, whether real, personal or mixed, tangible or intangible, used primarily in, held for use primarily in or otherwise primarily relating to the Business (other than the Excluded Assets), wherever located, as the same shall exist on the Closing Date (the "Assets"), including, without limitation, the following: (a) the real property (including all buildings, improvements and structures located thereon and all rights, privileges, easements and appurtenances thereto) located at the Clawson and Peck facilities in Michigan (respectively, the "Clawson Facility" and the "Peck Facility") described on Schedule 2.1(a) hereto (the "Owned Property"); (b) the leasehold interest relating to the facility used by the Business at 650 Easy Street, Simi Valley, California (the "Simi Valley Facility") listed on Schedule 2.1(b) (the "Leased Property"); (c) all tangible personal property, including, without limitation, all fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, machinery, equipment, computer equipment (including software) (collectively, including the fixtures, the "Equipment"); 7

(d) all inventory, including without limitation, raw materials, work-in-process, finished goods, packaging materials, spare parts and supplies (the "Inventory"); (e) all Intellectual Property Rights, including such rights as to the names "Gemco," "B/W Controls," "Industrial Brake Products," "Rayelco" and the trademarks, trade names, patents, service marks, copyrights (whether registered or unregistered) and pending applications for the foregoing listed on Schedule 4.6; (f) all Contracts (including but not limited to all Contracts listed on Schedule 4.7, except to the extent indicated on such Schedule 4.7, and all Contracts entered into by the Business through the Closing Date) (the "Assigned Contracts"); (g) all transferable Permits used primarily in or relating primarily to the Business or the Assets; (h) all books and records either in original or photostatic form (except in the case of computer software, which shall be in the form in which it is used in the Business) (including copies, to the extent segregatable from other MagneTek records and/or located at the Clawson, Peck or Simi Valley Facilities, of historical accounting, financial and Tax records), Controls' proprietary accounting and reporting formats, data bases, systems and procedures, plans and specifications, surveys and title policies relating to the Owned Property, sales literature, product information, engineering drawings and records, employment records and files and all other information and/or data related to or used by Sellers primarily in connection with the Assets and the operation of the Business (the "Records");

(d) all inventory, including without limitation, raw materials, work-in-process, finished goods, packaging materials, spare parts and supplies (the "Inventory"); (e) all Intellectual Property Rights, including such rights as to the names "Gemco," "B/W Controls," "Industrial Brake Products," "Rayelco" and the trademarks, trade names, patents, service marks, copyrights (whether registered or unregistered) and pending applications for the foregoing listed on Schedule 4.6; (f) all Contracts (including but not limited to all Contracts listed on Schedule 4.7, except to the extent indicated on such Schedule 4.7, and all Contracts entered into by the Business through the Closing Date) (the "Assigned Contracts"); (g) all transferable Permits used primarily in or relating primarily to the Business or the Assets; (h) all books and records either in original or photostatic form (except in the case of computer software, which shall be in the form in which it is used in the Business) (including copies, to the extent segregatable from other MagneTek records and/or located at the Clawson, Peck or Simi Valley Facilities, of historical accounting, financial and Tax records), Controls' proprietary accounting and reporting formats, data bases, systems and procedures, plans and specifications, surveys and title policies relating to the Owned Property, sales literature, product information, engineering drawings and records, employment records and files and all other information and/or data related to or used by Sellers primarily in connection with the Assets and the operation of the Business (the "Records"); (i) all insurance proceeds paid or payable by any insurance provider, other than Sellers or any Affiliate of Sellers, for any Asset that is destroyed or damaged after the date hereof and prior to the Closing; (j) all accounts receivable; (k) all prepaid expenses (other than prepaid Taxes, except prepaid property Taxes pertaining to post-Closing Date periods), advances and deposits (including utility deposits); (l) all telephone, telex and telecopier numbers and all existing listings in all telephone books and directories; 8

(m) all warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Assets or the Business; (n) all transferable rights (including transferable experience ratings) with respect to unemployment and workers' compensation insurance reserves, in each case relating to Business Employees who become Hired Employees; and (o) all goodwill appurtenant to the foregoing Assets. Anything contained in this Agreement to the contrary notwithstanding, but subject to the provisions of Section 2.2, to the extent that any asset, property, interest in property or right used primarily in, held for use primarily in or otherwise primarily relating to the Business is owned by any Affiliate of either Seller, such asset, property, interest in property or right shall be deemed to be an Asset for all purposes of this Agreement, and Sellers shall do, and shall cause any such other Affiliate of any Seller to do, all things required to be done to effect the transfer thereof as if such Asset were referred to above. 2.2 ASSETS NOT TRANSFERRED. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Sellers (the "Excluded Assets"): (a) all cash and cash equivalent items (except as described in Section 2.1(i) and (k), including, without limitation, checking accounts, bank accounts, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received by either Seller on or prior to the Closing Date; PROVIDED, HOWEVER, that accounts receivable on the Closing Balance Sheet do not include any such accounts receivable as to which Seller has received proceeds,

(m) all warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Assets or the Business; (n) all transferable rights (including transferable experience ratings) with respect to unemployment and workers' compensation insurance reserves, in each case relating to Business Employees who become Hired Employees; and (o) all goodwill appurtenant to the foregoing Assets. Anything contained in this Agreement to the contrary notwithstanding, but subject to the provisions of Section 2.2, to the extent that any asset, property, interest in property or right used primarily in, held for use primarily in or otherwise primarily relating to the Business is owned by any Affiliate of either Seller, such asset, property, interest in property or right shall be deemed to be an Asset for all purposes of this Agreement, and Sellers shall do, and shall cause any such other Affiliate of any Seller to do, all things required to be done to effect the transfer thereof as if such Asset were referred to above. 2.2 ASSETS NOT TRANSFERRED. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Sellers (the "Excluded Assets"): (a) all cash and cash equivalent items (except as described in Section 2.1(i) and (k), including, without limitation, checking accounts, bank accounts, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received by either Seller on or prior to the Closing Date; PROVIDED, HOWEVER, that accounts receivable on the Closing Balance Sheet do not include any such accounts receivable as to which Seller has received proceeds, to the extent of such proceeds; (b) all rights, properties, and assets which have been used or held for use in connection with the Business and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided such transfers and disposals shall have been in the ordinary course of the business of the Business as conducted at the date hereof; (c) rights to or claims for refunds or rebates of Taxes and other governmental charges for periods ending on or prior to the Closing Date and the benefit of net operating loss 9

carryforwards, carrybacks or other credits of Sellers, whether or not attributable to the Business; (d) Claims or rights against third parties arising from breaches of any of the Assigned Contracts (other than those described in Section 2.1(m)) on or prior to the Closing Date; PROVIDED, HOWEVER, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of Excluded Assets or Excluded Liabilities hereunder shall also be Excluded Assets regardless of the period to which they pertain; (e) except as set forth in Sections 2.1(i) and 2.1(n), all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (f) proprietary or confidential business or technical information, records and policies that relate generally to either Seller and are not used primarily in, held for use primarily in or otherwise primarily relating to the Business, including, without limitation, organization manuals and strategic plans; (g) subject to the limited rights granted in Section 8.7, all "MagneTek" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the name "MagneTek," the mark MagneTek or any derivative thereof and the MagneTek logo or any derivative thereof, the name "MagneTek Controls"; and MagneTek's proprietary computer programs or other software not primarily used in the Business, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures;

carryforwards, carrybacks or other credits of Sellers, whether or not attributable to the Business; (d) Claims or rights against third parties arising from breaches of any of the Assigned Contracts (other than those described in Section 2.1(m)) on or prior to the Closing Date; PROVIDED, HOWEVER, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of Excluded Assets or Excluded Liabilities hereunder shall also be Excluded Assets regardless of the period to which they pertain; (e) except as set forth in Sections 2.1(i) and 2.1(n), all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (f) proprietary or confidential business or technical information, records and policies that relate generally to either Seller and are not used primarily in, held for use primarily in or otherwise primarily relating to the Business, including, without limitation, organization manuals and strategic plans; (g) subject to the limited rights granted in Section 8.7, all "MagneTek" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the name "MagneTek," the mark MagneTek or any derivative thereof and the MagneTek logo or any derivative thereof, the name "MagneTek Controls"; and MagneTek's proprietary computer programs or other software not primarily used in the Business, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures; (h) all Records relating to pending lawsuits (other than any included in the Assumed Liabilities) to which either Seller is a party and which involve the Business; and (i) all other assets used primarily in connection with the Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Business. 2.3 ASSUMED LIABILITIES. On the Closing Date, Buyer shall execute and deliver to Sellers the Bill of Sale, Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge when due, only the following liabilities and obligations of Sellers pertaining to the Assets and the Business (collectively, the "Assumed Liabilities"): 10

(a) all of the accounts payable, accrued pay, other accrued expenses and any other items accrued or otherwise reflected as "current liabilities" on the Closing Balance Sheet in accordance with Section 2.5; (b) all liabilities and obligations of each Seller which pertain to or are to be performed during the period following the Closing Date and which arise under any of the Assigned Contracts (i) listed on Schedule 4.7, (ii) not required to be listed on Schedule 4.7 either (A) pursuant to the provisions of Section 4.7 or (B) because they were entered into after the date hereof and on or before the Closing Date, but in each case only to the extent effectively assigned and transferred to Buyer pursuant to the provisions hereof or the benefits of which are provided to Buyer pursuant to Section 8.1(c) and subject to the subsequent assignment thereof pursuant to Section 8.1(c); (c) the liabilities expressly assumed by Buyer in Section 2.7, Section 8.9, Article IX and Section 11.4 of this Agreement, and any other liabilities expressly assumed by Buyer hereunder; (d) all liabilities and obligations under open purchase orders that were entered into by Seller on behalf of the Business and which provide for the delivery of goods or services (and in either case for payment) subsequent to the Closing Date; (e) all obligations and liabilities for Taxes, utilities, gas and other services arising out of, or in connection with, or attributable to the Business for any periods after the Closing Date, including the Taxes covered by

(a) all of the accounts payable, accrued pay, other accrued expenses and any other items accrued or otherwise reflected as "current liabilities" on the Closing Balance Sheet in accordance with Section 2.5; (b) all liabilities and obligations of each Seller which pertain to or are to be performed during the period following the Closing Date and which arise under any of the Assigned Contracts (i) listed on Schedule 4.7, (ii) not required to be listed on Schedule 4.7 either (A) pursuant to the provisions of Section 4.7 or (B) because they were entered into after the date hereof and on or before the Closing Date, but in each case only to the extent effectively assigned and transferred to Buyer pursuant to the provisions hereof or the benefits of which are provided to Buyer pursuant to Section 8.1(c) and subject to the subsequent assignment thereof pursuant to Section 8.1(c); (c) the liabilities expressly assumed by Buyer in Section 2.7, Section 8.9, Article IX and Section 11.4 of this Agreement, and any other liabilities expressly assumed by Buyer hereunder; (d) all liabilities and obligations under open purchase orders that were entered into by Seller on behalf of the Business and which provide for the delivery of goods or services (and in either case for payment) subsequent to the Closing Date; (e) all obligations and liabilities for Taxes, utilities, gas and other services arising out of, or in connection with, or attributable to the Business for any periods after the Closing Date, including the Taxes covered by Section 2.7; (f) all liabilities for (i) warranty claims made after the Closing Date for service, repair, replacement and similar work pursuant to Sellers' written warranties with respect to products sold or services provided before the Closing Date, unless written notice of such claim has been delivered to Sellers within the two-year period following the Closing Date and the warranty reserve on the Closing Balance Sheet has been exhausted (based upon expenses at shop level cost (direct materials plus labor)); (ii) workers' compensation claims relating to injury occurring after the Closing Date; and (iii) warranty and product liability claims made after the Closing Date for injuries, property damage or other Losses arising after the Closing Date; (g) all liabilities and obligations (fixed or contingent, known or unknown, matured or unmatured, whether arising by operation of law, by contract or otherwise) arising 11

from the operation of the Business from and after the Closing Date; and (h) all liabilities and obligations of Buyer relating to the transactions contemplated hereby, including, without limitation, finders, legal and accounting fees and expenses incurred by Buyer in connection with the Transactions, to the extent required to be paid for by Buyer pursuant to the provisions of this Agreement. Buyer is not assuming any liabilities or obligations (fixed or contingent, known or unknown, matured or unmatured) of Sellers, whether related to the Assets or the Business or not, or of the Business, other than the Assumed Liabilities (such other liabilities or obligations being referred to as the "Excluded Liabilities," which term includes, but is not limited to, the Specifically Excluded Liabilities) and the Assumed Liabilities shall in no event include the following liabilities (the "Specifically Excluded Liabilities"): (i) all Claims, liabilities and obligations arising under or with respect to (A) any Contract that is not an Assigned Contract, or any Assigned Contract to the extent not assumed pursuant to Section 2.3(b); (B) except as provided in Section 2.3(f), products liability, warranty, personal injury, property damage, workers' compensation, labor grievance proceedings, auto physical damage claims, medical claims or any other Claims not expressly included in the Assumed Liabilities which arose or were incurred on or before the Closing Date or which are based on events occurring on or before the Closing Date notwithstanding that the date on which the Claim, liability or obligation is asserted is after the Closing Date; and (C) violations of any Requirement of Law for which either Seller is responsible;

from the operation of the Business from and after the Closing Date; and (h) all liabilities and obligations of Buyer relating to the transactions contemplated hereby, including, without limitation, finders, legal and accounting fees and expenses incurred by Buyer in connection with the Transactions, to the extent required to be paid for by Buyer pursuant to the provisions of this Agreement. Buyer is not assuming any liabilities or obligations (fixed or contingent, known or unknown, matured or unmatured) of Sellers, whether related to the Assets or the Business or not, or of the Business, other than the Assumed Liabilities (such other liabilities or obligations being referred to as the "Excluded Liabilities," which term includes, but is not limited to, the Specifically Excluded Liabilities) and the Assumed Liabilities shall in no event include the following liabilities (the "Specifically Excluded Liabilities"): (i) all Claims, liabilities and obligations arising under or with respect to (A) any Contract that is not an Assigned Contract, or any Assigned Contract to the extent not assumed pursuant to Section 2.3(b); (B) except as provided in Section 2.3(f), products liability, warranty, personal injury, property damage, workers' compensation, labor grievance proceedings, auto physical damage claims, medical claims or any other Claims not expressly included in the Assumed Liabilities which arose or were incurred on or before the Closing Date or which are based on events occurring on or before the Closing Date notwithstanding that the date on which the Claim, liability or obligation is asserted is after the Closing Date; and (C) violations of any Requirement of Law for which either Seller is responsible; (ii) all liabilities and obligations of any nature whatsoever of Sellers to any of their respective Affiliates; (iii) except to the extent included in the Assumed Liabilities, including pursuant to Article IX, all Claims by and all liabilities and obligations to employees and independent contractors for periods prior to and including the Closing Date, including, without limitation, any Claims, liabilities and obligations arising (x) out of any of Sellers' Plans, (y) from any bonus plans or agreements of Sellers disclosed on Schedule 4.7 as "Bonus Agreements" and (z) from Sellers' failure to deposit or fund any amounts withheld from employees pursuant to any of Sellers' Plans; 12

(iv) all liabilities and obligations of Sellers to financial institutions or other Persons for borrowed money or with respect to indebtedness and obligations of others which any Seller has directly or indirectly guaranteed; (v) all liabilities and obligations of Sellers relating to the Excluded Assets or with respect to the transactions contemplated hereby, including, without limitation, legal and accounting fees and expenses incurred by Sellers in connection with the Transactions, except to the extent required to be paid for by Buyer pursuant to the provisions of this Agreement; (vi) any liability or obligation for Taxes, utilities, gas and other services arising out of, or in connection with, or attributable to the Business for any period ending on or prior to the Closing Date, excluding the Taxes covered by Section 2.7; and (vii) any liability or obligation of any nature whatsoever of Sellers relating to any business of Sellers (other than the Business) or any employees of Sellers (other than the Hired Employees), including, without limitation, under any employee plans, benefits contracts or arrangements that would be Sellers' Plans if any Business Employee were participating or entitled to benefits thereunder. 2.4 CLOSING. The closing (the "Closing") of the purchase and sale of the Assets shall be held at the offices of Gibson, Dunn & Crutcher, 2029 Century Park East, Suite 4000, Los Angeles, California, at 10:00 a.m. on June 30, 1994 or, if the waiting period referred to in Section 3.1(k) has not theretofore expired, on July 1, 1994, provided that the conditions to Closing set forth in Article III have been satisfied or waived by such date, or on such other date as the parties may agree upon in writing. The foregoing date on which the Closing shall occur is hereinafter referred to as the "Closing Date." At the Closing, Buyer shall deliver: (a) to Sellers by wire transfer (to a bank account designated at least two business days prior to the Closing Date in writing by Sellers) immediately available funds in an amount equal to the sum of $43,700,000 (forty- three

(iv) all liabilities and obligations of Sellers to financial institutions or other Persons for borrowed money or with respect to indebtedness and obligations of others which any Seller has directly or indirectly guaranteed; (v) all liabilities and obligations of Sellers relating to the Excluded Assets or with respect to the transactions contemplated hereby, including, without limitation, legal and accounting fees and expenses incurred by Sellers in connection with the Transactions, except to the extent required to be paid for by Buyer pursuant to the provisions of this Agreement; (vi) any liability or obligation for Taxes, utilities, gas and other services arising out of, or in connection with, or attributable to the Business for any period ending on or prior to the Closing Date, excluding the Taxes covered by Section 2.7; and (vii) any liability or obligation of any nature whatsoever of Sellers relating to any business of Sellers (other than the Business) or any employees of Sellers (other than the Hired Employees), including, without limitation, under any employee plans, benefits contracts or arrangements that would be Sellers' Plans if any Business Employee were participating or entitled to benefits thereunder. 2.4 CLOSING. The closing (the "Closing") of the purchase and sale of the Assets shall be held at the offices of Gibson, Dunn & Crutcher, 2029 Century Park East, Suite 4000, Los Angeles, California, at 10:00 a.m. on June 30, 1994 or, if the waiting period referred to in Section 3.1(k) has not theretofore expired, on July 1, 1994, provided that the conditions to Closing set forth in Article III have been satisfied or waived by such date, or on such other date as the parties may agree upon in writing. The foregoing date on which the Closing shall occur is hereinafter referred to as the "Closing Date." At the Closing, Buyer shall deliver: (a) to Sellers by wire transfer (to a bank account designated at least two business days prior to the Closing Date in writing by Sellers) immediately available funds in an amount equal to the sum of $43,700,000 (forty- three million seven-hundred thousand dollars); and (b) to the Escrow Agent, an amount equal to $2,300,000 (two million three hundred thousand dollars) (the "Escrow Amount"). 13

At the Closing, the Sellers shall deliver or cause to be delivered to Buyer (a) the Bill of Sale, Assignment and Assumption Agreement, (b) special warranty deeds in recordable form for the Owned Property, (c) the Escrow Agreement, (d) the Supply Agreement and (e) such other instruments of transfer and documents as Buyer may reasonably request, and Buyer shall deliver to Seller (a) the Bill of Sale, Assignment and Assumption Agreement, (b) the Escrow Agreement, (c) a favorable opinion of counsel in accordance with the terms hereof and (d) such other instruments of assumption and documents as Sellers may reasonably request. In addition, the Sellers shall deliver to Buyer at the Closing an affidavit in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that neither Seller is a foreign person within the meaning of Section 1445(f)(3) of the Code, and any corresponding affidavit required for state tax purposes. 2.5 PURCHASE PRICE ADJUSTMENT. (a) Within 60 days after the Closing Date, MagneTek shall prepare and deliver to Buyer (i) a balance sheet of the Business as of the close of business on the Closing Date comprising the Assets and the outstanding Assumed Liabilities in the manner set forth in Section 2.5(c) (the "Closing Balance Sheet") and (ii) the Sellers' calculation of the Closing Net Assets. As used herein, the term "Closing Net Assets" means the difference between the total amount of Assets at the Closing Date and the total amount of the Assumed Liabilities at the Closing Date, in each case as reflected on the Closing Balance Sheet. For purposes of preparing the Closing Balance Sheet, Buyer shall make the necessary Business Employees reasonably available to Sellers (without charge) during normal business hours of the Business and without unduly disrupting the normal operations of the Business and such employees shall, for the purpose of assisting Sellers in preparing the Closing Balance Sheet, be instructed by Buyer to act at Sellers' direction consistent herewith.

At the Closing, the Sellers shall deliver or cause to be delivered to Buyer (a) the Bill of Sale, Assignment and Assumption Agreement, (b) special warranty deeds in recordable form for the Owned Property, (c) the Escrow Agreement, (d) the Supply Agreement and (e) such other instruments of transfer and documents as Buyer may reasonably request, and Buyer shall deliver to Seller (a) the Bill of Sale, Assignment and Assumption Agreement, (b) the Escrow Agreement, (c) a favorable opinion of counsel in accordance with the terms hereof and (d) such other instruments of assumption and documents as Sellers may reasonably request. In addition, the Sellers shall deliver to Buyer at the Closing an affidavit in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that neither Seller is a foreign person within the meaning of Section 1445(f)(3) of the Code, and any corresponding affidavit required for state tax purposes. 2.5 PURCHASE PRICE ADJUSTMENT. (a) Within 60 days after the Closing Date, MagneTek shall prepare and deliver to Buyer (i) a balance sheet of the Business as of the close of business on the Closing Date comprising the Assets and the outstanding Assumed Liabilities in the manner set forth in Section 2.5(c) (the "Closing Balance Sheet") and (ii) the Sellers' calculation of the Closing Net Assets. As used herein, the term "Closing Net Assets" means the difference between the total amount of Assets at the Closing Date and the total amount of the Assumed Liabilities at the Closing Date, in each case as reflected on the Closing Balance Sheet. For purposes of preparing the Closing Balance Sheet, Buyer shall make the necessary Business Employees reasonably available to Sellers (without charge) during normal business hours of the Business and without unduly disrupting the normal operations of the Business and such employees shall, for the purpose of assisting Sellers in preparing the Closing Balance Sheet, be instructed by Buyer to act at Sellers' direction consistent herewith. During the 30 days immediately following Buyer's receipt of the Closing Balance Sheet, Buyer and Deloitte & Touche (the "Buyer's Accountants") shall be entitled to review the Closing Balance Sheet and Sellers' working papers, trial balances and similar materials relating to the Closing Balance Sheet, and Sellers shall provide Buyer and Buyer's Accountants with timely access during Sellers' normal business hours and without unduly disrupting the normal operation of the Sellers' business the necessary personnel, properties, books and records to the extent relevant and not comprising Assets. The Closing Balance Sheet shall become final and binding upon the parties on the thirty-first day following delivery thereof unless Buyer gives written notice to Sellers of its disagreement with the Closing Balance Sheet (a "Notice of Disagreement") prior to such 14

date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Sellers with respect to the Closing Balance Sheet, then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters in dispute are finally resolved in writing by the Accounting Firm (as defined below) (the date on which the Closing Balance Sheet so becomes final and binding being hereinafter referred to as the "Final Determination Date"). During the 30 days immediately following the delivery of any Notice of Disagreement, Sellers and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement. During such period, Buyer and Sellers shall each have access to the other party's working papers, trial balances and similar materials prepared in connection with the other party's preparation of the Closing Balance Sheet and the Notice of Disagreement, as the case may be. At the end of such 30-day period, Sellers and Buyer shall submit to an independent "Big 6" public accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were included in any Notice of Disagreement, and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute, which final resolution shall be (A) in writing, (B) furnished to Buyer and Sellers as soon as practicable after the items in dispute have been referred to the Accounting Firm, (C) made in accordance with this Agreement and (D) conclusive and binding upon Buyer and Sellers. The Closing Balance Sheet, with any adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding on Buyer and Sellers on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be Arthur Andersen, or if such firm is unable or unwilling to act, such other independent Big 6 public accounting firm as shall be agreed upon by the parties hereto in writing or, if Buyer and Sellers cannot so agree within the 30-

date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Sellers with respect to the Closing Balance Sheet, then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters in dispute are finally resolved in writing by the Accounting Firm (as defined below) (the date on which the Closing Balance Sheet so becomes final and binding being hereinafter referred to as the "Final Determination Date"). During the 30 days immediately following the delivery of any Notice of Disagreement, Sellers and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement. During such period, Buyer and Sellers shall each have access to the other party's working papers, trial balances and similar materials prepared in connection with the other party's preparation of the Closing Balance Sheet and the Notice of Disagreement, as the case may be. At the end of such 30-day period, Sellers and Buyer shall submit to an independent "Big 6" public accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were included in any Notice of Disagreement, and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute, which final resolution shall be (A) in writing, (B) furnished to Buyer and Sellers as soon as practicable after the items in dispute have been referred to the Accounting Firm, (C) made in accordance with this Agreement and (D) conclusive and binding upon Buyer and Sellers. The Closing Balance Sheet, with any adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding on Buyer and Sellers on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be Arthur Andersen, or if such firm is unable or unwilling to act, such other independent Big 6 public accounting firm as shall be agreed upon by the parties hereto in writing or, if Buyer and Sellers cannot so agree within the 30calendar day period referred to above, by lot from among the remaining independent Big 6 public accounting firms willing to act. Each party shall pay its own costs and expenses incurred in connection with such arbitration, provided that the fees and expenses of the Accounting Firm shall be borne 50% by Buyer and 50% by Sellers. (b) Upon the final determination of the Closing Balance Sheet in accordance with this Section 2.6, the following Additional Payment or Seller Refund (in each case as hereinafter defined) will be payable, as applicable, in accordance with Section 2.5(e): (i) if the Closing Net Assets are greater than 15

or equal to $29,240,470 (the "Target Amount"), then the Escrow Agent shall pay to Sellers from the funds held in escrow an amount equal to the Escrow Amount and Buyer shall pay to Sellers the amount, if any, by which the Closing Net Assets exceed the Target Amount, (ii) if the Closing Net Assets are less than the Target Amount by an amount less than or equal to the Escrow Amount, then the Escrow Agent shall pay to Sellers from the funds held in escrow an amount equal to the Escrow Amount less the amount, if any, by which the Target Amount exceeds the Closing Net Assets and to Buyer the balance of the Escrow Amount, and (iii) if the Closing Net Assets are less than the Target Amount by an amount greater than the Escrow Amount, then Sellers shall pay to Buyer an amount equal to the amount by which the Target Amount exceeds the Closing Net Assets and the Escrow Agent shall pay the Escrow Amount to Buyer from the funds held in escrow. Any required adjustment to the purchase price pursuant to this Section 2.5 shall be in an amount equal to the difference between the Closing Net Assets and the Target Amount and shall be referred to as the "Purchase Price Adjustment." (c) The Closing Balance Sheet shall be prepared in accordance with GAAP, applied in a manner consistent with that followed in the preparation of the Interim Balance Sheet, subject to the following: (i) the Closing Balance Sheet shall not reflect any provision for Taxes (whether as an asset or a liability), except in the case of taxes that are an Asset or an Assumed Liability; (ii) intercompany accounts receivable and intercompany liabilities shall be eliminated; and (iii) all Excluded Assets (and related depreciation and reserves) shall be eliminated and all Excluded Liabilities (and related reserves) shall be eliminated; (iv) all accounts payable as to which checks written on the accounts included in the Excluded Assets are

or equal to $29,240,470 (the "Target Amount"), then the Escrow Agent shall pay to Sellers from the funds held in escrow an amount equal to the Escrow Amount and Buyer shall pay to Sellers the amount, if any, by which the Closing Net Assets exceed the Target Amount, (ii) if the Closing Net Assets are less than the Target Amount by an amount less than or equal to the Escrow Amount, then the Escrow Agent shall pay to Sellers from the funds held in escrow an amount equal to the Escrow Amount less the amount, if any, by which the Target Amount exceeds the Closing Net Assets and to Buyer the balance of the Escrow Amount, and (iii) if the Closing Net Assets are less than the Target Amount by an amount greater than the Escrow Amount, then Sellers shall pay to Buyer an amount equal to the amount by which the Target Amount exceeds the Closing Net Assets and the Escrow Agent shall pay the Escrow Amount to Buyer from the funds held in escrow. Any required adjustment to the purchase price pursuant to this Section 2.5 shall be in an amount equal to the difference between the Closing Net Assets and the Target Amount and shall be referred to as the "Purchase Price Adjustment." (c) The Closing Balance Sheet shall be prepared in accordance with GAAP, applied in a manner consistent with that followed in the preparation of the Interim Balance Sheet, subject to the following: (i) the Closing Balance Sheet shall not reflect any provision for Taxes (whether as an asset or a liability), except in the case of taxes that are an Asset or an Assumed Liability; (ii) intercompany accounts receivable and intercompany liabilities shall be eliminated; and (iii) all Excluded Assets (and related depreciation and reserves) shall be eliminated and all Excluded Liabilities (and related reserves) shall be eliminated; (iv) all accounts payable as to which checks written on the accounts included in the Excluded Assets are outstanding shall be eliminated; (v) all accounts receivable as to which proceeds have been received shall be eliminated to the extent of such proceeds; and (vi) vacation and holiday pay accrued in respect of any employee who is not a Hired Employee shall be eliminated. 16

(d) Buyer agrees, solely with respect to the calculation of Purchase Price Adjustments, and without restricting in any manner whatsoever Buyer's right to take any such action that would not affect such calculation, that following the Closing, Buyer will not take any actions with respect to the accounting books, records, policies and procedures of the Business on which the Closing Balance Sheet is to be based that are not consistent with GAAP applied in the manner consistent with the past practices of the Business. (e) Within thirty-three (33) days after the receipt by Buyer of the Closing Balance Sheet in accordance with Section 2.5(a) hereof, Buyer and the Escrow Agent shall remit to Sellers and the Escrow Agent or Sellers shall remit to Buyer, as the case may be, in immediately available funds, any undisputed amounts constituting Purchase Price Adjustments. With respect to any items that are the subject of a Notice of Disagreement, payment shall be made in immediately available funds within three (3) business days after the Final Determination Date. Each payment not pursuant to the Escrow Agreement made pursuant to this Section 2.5 shall be made with interest on the amount of the payment at an annual rate equal to the reference rate quoted by the San Francisco branch of Bank of America on the Closing Date for the period from the Closing Date to the date of payment, computed on the basis of a 360-day year and actual days elapsed. 2.6 TAX ALLOCATION. As promptly as practicable after the date hereof, Buyer and Sellers shall agree in writing upon the allocation of the Purchase Price plus the Assumed Liabilities in a manner consistent with applicable law to broad categories constituting components of the Assets and the covenant not to compete contained in Section 6.7 hereof. Such allocation shall be attached hereto as Schedule 2.6 and shall be updated by a similar mutual writing as of the Closing to reflect changes in the Assets or Assumed Liabilities occurring after the date thereof and prior to the Closing Date. The same procedure shall apply to any changes necessary as a result

(d) Buyer agrees, solely with respect to the calculation of Purchase Price Adjustments, and without restricting in any manner whatsoever Buyer's right to take any such action that would not affect such calculation, that following the Closing, Buyer will not take any actions with respect to the accounting books, records, policies and procedures of the Business on which the Closing Balance Sheet is to be based that are not consistent with GAAP applied in the manner consistent with the past practices of the Business. (e) Within thirty-three (33) days after the receipt by Buyer of the Closing Balance Sheet in accordance with Section 2.5(a) hereof, Buyer and the Escrow Agent shall remit to Sellers and the Escrow Agent or Sellers shall remit to Buyer, as the case may be, in immediately available funds, any undisputed amounts constituting Purchase Price Adjustments. With respect to any items that are the subject of a Notice of Disagreement, payment shall be made in immediately available funds within three (3) business days after the Final Determination Date. Each payment not pursuant to the Escrow Agreement made pursuant to this Section 2.5 shall be made with interest on the amount of the payment at an annual rate equal to the reference rate quoted by the San Francisco branch of Bank of America on the Closing Date for the period from the Closing Date to the date of payment, computed on the basis of a 360-day year and actual days elapsed. 2.6 TAX ALLOCATION. As promptly as practicable after the date hereof, Buyer and Sellers shall agree in writing upon the allocation of the Purchase Price plus the Assumed Liabilities in a manner consistent with applicable law to broad categories constituting components of the Assets and the covenant not to compete contained in Section 6.7 hereof. Such allocation shall be attached hereto as Schedule 2.6 and shall be updated by a similar mutual writing as of the Closing to reflect changes in the Assets or Assumed Liabilities occurring after the date thereof and prior to the Closing Date. The same procedure shall apply to any changes necessary as a result of the Purchase Price Adjustment, if any, on the Final Determination Date pursuant to Section 2.5(b)). Buyer and Sellers shall report the purchase and sale of the Assets in accordance with the applicable agreed-upon allocation among such broad categories for all Tax purposes (including the filing of the forms prescribed under Section 1060 of the Code and the Treasury Regulations promulgated thereunder), and none of Buyer and Sellers shall take a position inconsistent with such allocation for Tax or other purposes. 2.7 SALES AND USE TAX. Buyer and Sellers shall cooperate in preparing, executing and filing use and sales Tax returns relating to, and at the Closing, Buyer shall pay one-half, and Sellers shall pay one-half of any and all sales, 17

real estate, transfer or use Tax due with regard to, the purchase and sale of the Assets. To the extent such Taxes cannot be accurately computed at the Closing, the parties shall each pay their respective shares of such Taxes when they are due. Such Tax Returns shall be prepared in a manner that is consistent with the allocation of the Purchase Price and Assumed Liabilities contemplated by Section 2.6. Buyer shall also furnish Sellers with a form of resale certificate that complies with the requirements of the California Taxation and Revenue Code and other applicable state taxation laws, and Sellers shall furnish any information or assistance reasonably requested by Buyer in obtaining such certificates. ARTICLE III CONDITIONS TO CLOSING 3.1 BUYER'S OBLIGATION. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) REPRESENTATIONS AND WARRANTIES; COVENANTS. The representations and warranties of Sellers made in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by materiality, in which case, to such extent, the representation shall be true and correct in all respects) as of the date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Sellers by the time of the Closing; and Sellers shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the respective Seller confirming the foregoing.

real estate, transfer or use Tax due with regard to, the purchase and sale of the Assets. To the extent such Taxes cannot be accurately computed at the Closing, the parties shall each pay their respective shares of such Taxes when they are due. Such Tax Returns shall be prepared in a manner that is consistent with the allocation of the Purchase Price and Assumed Liabilities contemplated by Section 2.6. Buyer shall also furnish Sellers with a form of resale certificate that complies with the requirements of the California Taxation and Revenue Code and other applicable state taxation laws, and Sellers shall furnish any information or assistance reasonably requested by Buyer in obtaining such certificates. ARTICLE III CONDITIONS TO CLOSING 3.1 BUYER'S OBLIGATION. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) REPRESENTATIONS AND WARRANTIES; COVENANTS. The representations and warranties of Sellers made in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by materiality, in which case, to such extent, the representation shall be true and correct in all respects) as of the date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Sellers by the time of the Closing; and Sellers shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the respective Seller confirming the foregoing. (b) SECRETARY'S CERTIFICATES. Sellers shall each have delivered to Buyer a certificate of the Secretary of such Seller, as the case may be, as to the Certificate of Incorporation, By-laws, corporate resolutions and incumbency of certain officers of such Seller, in each case in form and substance reasonably satisfactory to Buyer. (c) CONSENTS, AUTHORIZATIONS, ETC. All material consents, authorizations, orders or approvals of, and filings or registrations with, any Governmental Authority or other Person which are required for or in connection with the execution and delivery by each of Sellers of the Transaction Documents to which each of them is or will be a party and the consummation by 18

Sellers of the transactions contemplated hereby and thereby shall have been obtained or made. (d) INSTRUMENTS OF TRANSFER, CONVEYANCE AND ASSIGNMENT. Buyer shall have received a duly executed Bill of Sale, Assignment and Assumption Agreement, deeds and such other duly executed conveyance instruments, in form and substance reasonably satisfactory to Buyer, as are necessary or desirable to effect the sale, transfer, conveyance and assignment of the Assets to Buyer in accordance herewith. (e) FINANCING. The closing of the financing necessary for the consummation of the transactions contemplated hereby and the payment of all costs and expenses incurred in connection therewith (the "Financing") to be provided by one or more financial institutions or other investors (the "Lenders") shall have occurred. (f) SUPPLY AGREEMENT. MagneTek shall have executed and delivered to Buyer the Supply Agreement. (g) ESCROW AGREEMENT. Sellers shall have executed and delivered to Buyer the Escrow Agreement. (h) TITLE POLICIES. Buyer shall have obtained an ALTA owner's policy of title insurance (the "Title Policies") with respect to each parcel of Owned Property in form and substance reasonably acceptable to Buyer and in accordance with the Title Commitment for such Owned Property referred to in Section 6.4. (i) OPINIONS OF COUNSEL. Buyer shall have received an opinion dated the Closing Date of Gibson, Dunn

Sellers of the transactions contemplated hereby and thereby shall have been obtained or made. (d) INSTRUMENTS OF TRANSFER, CONVEYANCE AND ASSIGNMENT. Buyer shall have received a duly executed Bill of Sale, Assignment and Assumption Agreement, deeds and such other duly executed conveyance instruments, in form and substance reasonably satisfactory to Buyer, as are necessary or desirable to effect the sale, transfer, conveyance and assignment of the Assets to Buyer in accordance herewith. (e) FINANCING. The closing of the financing necessary for the consummation of the transactions contemplated hereby and the payment of all costs and expenses incurred in connection therewith (the "Financing") to be provided by one or more financial institutions or other investors (the "Lenders") shall have occurred. (f) SUPPLY AGREEMENT. MagneTek shall have executed and delivered to Buyer the Supply Agreement. (g) ESCROW AGREEMENT. Sellers shall have executed and delivered to Buyer the Escrow Agreement. (h) TITLE POLICIES. Buyer shall have obtained an ALTA owner's policy of title insurance (the "Title Policies") with respect to each parcel of Owned Property in form and substance reasonably acceptable to Buyer and in accordance with the Title Commitment for such Owned Property referred to in Section 6.4. (i) OPINIONS OF COUNSEL. Buyer shall have received an opinion dated the Closing Date of Gibson, Dunn & Crutcher, counsel to Sellers, and an opinion dated the Closing Date of Samuel A. Miley, Esq., General Counsel of Sellers, covering the matters referred to in Exhibits D and E, respectively, which opinions shall be reasonably satisfactory in form and substance to Buyer. (j) LEGAL RESTRAINT. No injunction or order shall have been granted by any Governmental Authority of competent jurisdiction that would restrain, delay or prohibit any of the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any Governmental Authority of competent jurisdiction in which any Person seeks such a remedy (if in the opinion of counsel to Buyer there exists a reasonable risk of a materially adverse result in such pending action or proceeding). (k) HSR ACT. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") shall have expired or been terminated. 19

3.2 SELLERS' OBLIGATION. The obligation of Sellers to sell and deliver the Assets to Buyer are subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions: (a) REPRESENTATIONS AND WARRANTIES; COVENANTS. The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by materiality, in which case, to such extent, the representation shall be true and correct in all respects) as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to Sellers a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing. (b) SECRETARY'S CERTIFICATES. Buyer shall have delivered to Sellers a certificate of the Secretary of Buyer as to the Charter, By-laws, corporate resolutions and incumbency of certain officers of Buyer, in form and substance reasonably satisfactory to Sellers. (c) CONSENTS, AUTHORIZATIONS, ETC. All material consents, authorizations, orders or approvals of, and filings or registrations with, any Governmental Authority or other Person which are required for or in connection with the execution and delivery by Buyer of the Transaction Documents to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby shall have been obtained or made.

3.2 SELLERS' OBLIGATION. The obligation of Sellers to sell and deliver the Assets to Buyer are subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions: (a) REPRESENTATIONS AND WARRANTIES; COVENANTS. The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by materiality, in which case, to such extent, the representation shall be true and correct in all respects) as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to Sellers a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing. (b) SECRETARY'S CERTIFICATES. Buyer shall have delivered to Sellers a certificate of the Secretary of Buyer as to the Charter, By-laws, corporate resolutions and incumbency of certain officers of Buyer, in form and substance reasonably satisfactory to Sellers. (c) CONSENTS, AUTHORIZATIONS, ETC. All material consents, authorizations, orders or approvals of, and filings or registrations with, any Governmental Authority or other Person which are required for or in connection with the execution and delivery by Buyer of the Transaction Documents to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby shall have been obtained or made. (d) INSTRUMENTS OF TRANSFER, CONVEYANCE AND ASSIGNMENT. Sellers shall have received a duly executed Bill of Sale, Assignment and Assumption Agreement and such other duly executed conveyance instruments, in form and substance reasonably satisfactory to Sellers, as are necessary or desirable to effect the assumption of the Assumed Liabilities. (e) SUPPLY AGREEMENT. Buyer shall have executed and delivered to MagneTek the Supply Agreement. (f) ESCROW AGREEMENT. Buyer shall have executed and delivered to Sellers the Escrow Agreement. (g) OPINIONS OF COUNSEL. Sellers shall have received an opinion dated as of the Closing Date of O'Sullivan Graev & Karabell, counsel to Buyer, covering the matters referred to in Exhibit F, which opinion shall be reasonably satisfactory in form and substance to Sellers. 20

(h) LEGAL RESTRAINT. No injunction or order shall have been granted by any Governmental Authority of competent jurisdiction that would restrain or prohibit the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any Governmental Authority of competent jurisdiction in which any Person seeks such a remedy (if in the opinion of counsel to Sellers there exists a reasonable risk of a materially adverse result in such pending action or proceeding). (i) HSR ACT. The waiting period under the HSR Act shall have expired or been terminated. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS Each Seller hereby, jointly and severally, represents and warrants to Buyer as follows: 4.1 AUTHORITY; CORPORATE MATTERS; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Seller has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by each Seller to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been, and each of the Transaction Documents, when executed and delivered, will be, duly executed and delivered by each Seller and constitutes (or

(h) LEGAL RESTRAINT. No injunction or order shall have been granted by any Governmental Authority of competent jurisdiction that would restrain or prohibit the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any Governmental Authority of competent jurisdiction in which any Person seeks such a remedy (if in the opinion of counsel to Sellers there exists a reasonable risk of a materially adverse result in such pending action or proceeding). (i) HSR ACT. The waiting period under the HSR Act shall have expired or been terminated. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS Each Seller hereby, jointly and severally, represents and warrants to Buyer as follows: 4.1 AUTHORITY; CORPORATE MATTERS; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Seller has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by each Seller to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been, and each of the Transaction Documents, when executed and delivered, will be, duly executed and delivered by each Seller and constitutes (or will constitute) a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Schedule 4.1(b) sets forth a true and complete list of all jurisdictions in which Sellers are qualified to do business, and Sellers are qualified to do business in all jurisdictions where the conduct of the Business or the ownership of the Assets requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. 21

(c) Controls does not currently have any subsidiaries and, except as set forth on Schedule 4.1(c), does not currently own any capital stock or other proprietary interest, directly or indirectly, in any Person. (d) The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Sellers under, any provision of (i) the Certificate of Incorporation or By-Laws of either Seller, (ii) subject to the matters disclosed in Schedule 4.1(d), any Contractual Obligation of either Seller or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(D) below, any Requirement of Law applicable to either Seller or their respective property or assets, other than, in the case of clause (ii) above, any such conflicts, violations, defaults, rights or Liens that, individually and in the aggregate, would not have a Material Adverse Effect. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to either Seller in connection with the execution and delivery of the Transaction Documents or the consummation of the Transactions contemplated hereby, other than (A) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Exchange Act, (B) as set forth on Schedule 4.1(d), (C) those that may be required solely by reason of Buyer's participation in the transactions contemplated hereby and (D) compliance with and filings under the HSR Act. 4.2 FINANCIAL STATEMENTS; ABSENCE OF CHANGES. (a) Schedule 4.2(a) contains true and complete copies of the following: (i) the unaudited balance sheet of the Business as at June 30, 1993, and the related unaudited statements of income and retained earnings and cash flows for the fiscal year then ended;

(c) Controls does not currently have any subsidiaries and, except as set forth on Schedule 4.1(c), does not currently own any capital stock or other proprietary interest, directly or indirectly, in any Person. (d) The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Sellers under, any provision of (i) the Certificate of Incorporation or By-Laws of either Seller, (ii) subject to the matters disclosed in Schedule 4.1(d), any Contractual Obligation of either Seller or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(D) below, any Requirement of Law applicable to either Seller or their respective property or assets, other than, in the case of clause (ii) above, any such conflicts, violations, defaults, rights or Liens that, individually and in the aggregate, would not have a Material Adverse Effect. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to either Seller in connection with the execution and delivery of the Transaction Documents or the consummation of the Transactions contemplated hereby, other than (A) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Exchange Act, (B) as set forth on Schedule 4.1(d), (C) those that may be required solely by reason of Buyer's participation in the transactions contemplated hereby and (D) compliance with and filings under the HSR Act. 4.2 FINANCIAL STATEMENTS; ABSENCE OF CHANGES. (a) Schedule 4.2(a) contains true and complete copies of the following: (i) the unaudited balance sheet of the Business as at June 30, 1993, and the related unaudited statements of income and retained earnings and cash flows for the fiscal year then ended; (ii) the unaudited balance sheet of the Business as at December 31, 1993 (the "Interim Balance Sheet"), and the related statements of income and retained earnings and cash flows for the six-month period ended 22

December 31, 1993 (the "Interim Balance Sheet Date"); and (iii) the December Balance Sheet. The financial statements described in the foregoing clauses (i), (ii) and (iii) are collectively referred to herein as the "Financial Statements." Except as set forth on Schedule 4.2(a) (including as indicated by any PRO FORMA calculations made thereon), the Financial Statements (A) were prepared in accordance with the books and records of the Business (whether maintained by MagneTek or Controls or otherwise), (B) fairly present the financial position of the Business in each case at and as of the dates indicated and the results of operations, retained earnings and cash flows of the Business for the periods indicated (in each case other than the December Balance Sheet) and (C) except as otherwise set forth on Schedule 4.2 and except for the adjustments made to arrive at the December Balance Sheet, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby (subject to the absence of notes and to normal year-end adjustments). (b) ABSENCE OF UNDISCLOSED LIABILITIES. To the Knowledge of Sellers, except (i) as set forth on Schedule 4.2(b), (ii) any and all Specifically Excluded Liabilities and (iii) liabilities incurred in the ordinary course of the Business since the Interim Balance Sheet Date, there are no liabilities of any nature (matured or unmatured, fixed or contingent) affecting or relating to the Business which were not provided for or disclosed on the Interim Balance Sheet. (c) ABSENCE OF CHANGES. Except as set forth on Schedule 4.2(c), since the Interim Balance Sheet Date the Business has been operated in the ordinary course and consistent with past practice, and there have not been any: (i) material adverse changes in the business, operations, results of operations, assets (including, without limitation, levels of working capital and the material components thereof), liabilities, earnings or financial condition (financial or otherwise) of the Business;

December 31, 1993 (the "Interim Balance Sheet Date"); and (iii) the December Balance Sheet. The financial statements described in the foregoing clauses (i), (ii) and (iii) are collectively referred to herein as the "Financial Statements." Except as set forth on Schedule 4.2(a) (including as indicated by any PRO FORMA calculations made thereon), the Financial Statements (A) were prepared in accordance with the books and records of the Business (whether maintained by MagneTek or Controls or otherwise), (B) fairly present the financial position of the Business in each case at and as of the dates indicated and the results of operations, retained earnings and cash flows of the Business for the periods indicated (in each case other than the December Balance Sheet) and (C) except as otherwise set forth on Schedule 4.2 and except for the adjustments made to arrive at the December Balance Sheet, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby (subject to the absence of notes and to normal year-end adjustments). (b) ABSENCE OF UNDISCLOSED LIABILITIES. To the Knowledge of Sellers, except (i) as set forth on Schedule 4.2(b), (ii) any and all Specifically Excluded Liabilities and (iii) liabilities incurred in the ordinary course of the Business since the Interim Balance Sheet Date, there are no liabilities of any nature (matured or unmatured, fixed or contingent) affecting or relating to the Business which were not provided for or disclosed on the Interim Balance Sheet. (c) ABSENCE OF CHANGES. Except as set forth on Schedule 4.2(c), since the Interim Balance Sheet Date the Business has been operated in the ordinary course and consistent with past practice, and there have not been any: (i) material adverse changes in the business, operations, results of operations, assets (including, without limitation, levels of working capital and the material components thereof), liabilities, earnings or financial condition (financial or otherwise) of the Business; (ii) to the Knowledge of Sellers, occurrences resulting in the damage, destruction or loss (whether or not covered by insurance) affecting any tangible asset or property of the Business in excess of $100,000 in the aggregate; (iii) material increases in, or, to the Knowledge of Sellers, changes in the method 23

of computing, the compensation of employees of MagneTek or Controls who are employed in the Business (including, without limitation, increases pursuant to or change in method under any bonus, pension, profit sharing, deferred compensation arrangement or other plan or commitment), or increase in compensation payable to any officer, employee, consultant or agent of MagneTek or Controls who are employed in the Business, or entering into of any employment contract with or making of any loan to, or engagement in any transaction with, any officer or employee of MagneTek or Controls who are employed in the Business, in each case other than in the ordinary course of the business of the Business and consistent with past practice; (iv) to the Knowledge of Sellers, material changes in the manner in which the Business extends discounts or

of computing, the compensation of employees of MagneTek or Controls who are employed in the Business (including, without limitation, increases pursuant to or change in method under any bonus, pension, profit sharing, deferred compensation arrangement or other plan or commitment), or increase in compensation payable to any officer, employee, consultant or agent of MagneTek or Controls who are employed in the Business, or entering into of any employment contract with or making of any loan to, or engagement in any transaction with, any officer or employee of MagneTek or Controls who are employed in the Business, in each case other than in the ordinary course of the business of the Business and consistent with past practice; (iv) to the Knowledge of Sellers, material changes in the manner in which the Business extends discounts or credits to customers or otherwise deals with customers; (v) changes in the accounting methods or practices followed by or with respect to the Business, or, to the Knowledge of Sellers, any changes in depreciation or amortization policies or rates theretofore adopted; (vi) agreements or commitments to merge or consolidate with or otherwise acquire any other Person, or, to the Knowledge of Sellers, any part or division thereof; (vii) cancellation or termination of any insurance policy maintained by or with respect to the Business; (viii) incurrence of indebtedness for borrowed money or the guaranty thereof (in either case, involving amounts exceeding $100,000) in respect of such indebtedness of an Affiliate; (ix) termination of employment of any key Business Employee, or, to the Knowledge of the Sellers, any expression of intention by any key Business Employee to terminate his employment in the immediate future; (x) to the Knowledge of Sellers, sales or other dispositions of any material tangible or intangible assets of the Business, other than in the ordinary course of the business 24

of the Business and consistent with past practice; (xi) other material transactions relating to the Business, other than in the ordinary course of the Business and consistent with past practice; or (xii) agreements or understandings, whether in writing or otherwise, for either Seller to take any of the actions specified in items (i) through (xi) above. 4.3 TAXES. (a) Except as disclosed on Schedule 4.3, each Seller, and any affiliated group within the meaning of Section 1504 of the Code, of which each Seller is or has been a member (the "Affiliated Group," but only for the taxable period during which such Seller has been a member thereof), have filed or caused to be filed in a timely and accurate manner (within any applicable extension periods) with the appropriate Governmental Authority (i) all Tax returns, reports and forms (collectively, "Tax Returns") required to be filed by the Code or by applicable laws, (ii) all Taxes shown on such Tax Returns have been timely paid in full by the due date thereof, (iii) no Tax Liens or assessments have been filed by any Tax authority against any property or assets of the Business and (iv) no claims have been asserted, proposed or assessed in writing with respect to any Taxes relating to the Business. (b) Except as set forth in Schedule 4.3, (i) none of the Assets comprises "tax exempt use property" within the meaning of Section 168(h) of the Code, and (ii) the Assigned Contracts do not include any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954. (c) Neither Seller is a "foreign person" within the meaning of Section 1445(f)(3) of the Code. 4.4 ASSETS OTHER THAN REAL PROPERTY INTERESTS. Sellers have good and valid title to all of the

of the Business and consistent with past practice; (xi) other material transactions relating to the Business, other than in the ordinary course of the Business and consistent with past practice; or (xii) agreements or understandings, whether in writing or otherwise, for either Seller to take any of the actions specified in items (i) through (xi) above. 4.3 TAXES. (a) Except as disclosed on Schedule 4.3, each Seller, and any affiliated group within the meaning of Section 1504 of the Code, of which each Seller is or has been a member (the "Affiliated Group," but only for the taxable period during which such Seller has been a member thereof), have filed or caused to be filed in a timely and accurate manner (within any applicable extension periods) with the appropriate Governmental Authority (i) all Tax returns, reports and forms (collectively, "Tax Returns") required to be filed by the Code or by applicable laws, (ii) all Taxes shown on such Tax Returns have been timely paid in full by the due date thereof, (iii) no Tax Liens or assessments have been filed by any Tax authority against any property or assets of the Business and (iv) no claims have been asserted, proposed or assessed in writing with respect to any Taxes relating to the Business. (b) Except as set forth in Schedule 4.3, (i) none of the Assets comprises "tax exempt use property" within the meaning of Section 168(h) of the Code, and (ii) the Assigned Contracts do not include any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954. (c) Neither Seller is a "foreign person" within the meaning of Section 1445(f)(3) of the Code. 4.4 ASSETS OTHER THAN REAL PROPERTY INTERESTS. Sellers have good and valid title to all of the Assets, free and clear of all Liens except (a) such as are disclosed on Schedule 4.4 and (b) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business and securing Claims that (i) are either not yet due and payable or are being contested in good faith or by appropriate proceedings with appropriate reserves having been established therefor to the extent required by GAAP and (ii) are not or will not, as of the Closing Date, be Excluded Liabilities, Liens arising under original purchase price conditional sales contracts and equipment leases with 25

third parties entered into in the ordinary course of business, Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty, and other imperfections of title, restrictions or encumbrances, if any, which Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, materially impair the continued use and operation of the specific assets to which they relate or secure a payment obligation not described above (the Liens described in the preceding clause (b) are hereinafter referred to collectively as "Permitted Liens"). Except as set forth on Schedule 4.4, there does not exist any Contractual Obligation of either Seller, or Requirement of Law applicable to the Business, in each case which is not of broad or customary application to Persons or businesses similarly situated, as the case may be, which materially interferes with the use of any tangible personal property included in the Assets. All of the Assets are in reasonably good operating condition, normal wear and tear excepted. This Section 4.4 does not relate to real property or interests in real property, such items being the subject of Section 4.5, or to Intellectual Property Rights, such items being the subject of Section 4.6. 4.5 REAL PROPERTY. Schedule 4.5 sets forth a list of all Owned Properties and a list of all Leased Properties and, as to Leased Property, identifies any leases relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually as a "Business Property" and collectively as "Business Properties"), which lists collectively comprise a complete list of Sellers' interests in real property of all types used or held for use primarily in the Business. Sellers have good, marketable and insurable fee title to all Owned Property, free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (i) Permitted Liens, (ii) easements, covenants, rights-of-way and other similar restrictions of

third parties entered into in the ordinary course of business, Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty, and other imperfections of title, restrictions or encumbrances, if any, which Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, materially impair the continued use and operation of the specific assets to which they relate or secure a payment obligation not described above (the Liens described in the preceding clause (b) are hereinafter referred to collectively as "Permitted Liens"). Except as set forth on Schedule 4.4, there does not exist any Contractual Obligation of either Seller, or Requirement of Law applicable to the Business, in each case which is not of broad or customary application to Persons or businesses similarly situated, as the case may be, which materially interferes with the use of any tangible personal property included in the Assets. All of the Assets are in reasonably good operating condition, normal wear and tear excepted. This Section 4.4 does not relate to real property or interests in real property, such items being the subject of Section 4.5, or to Intellectual Property Rights, such items being the subject of Section 4.6. 4.5 REAL PROPERTY. Schedule 4.5 sets forth a list of all Owned Properties and a list of all Leased Properties and, as to Leased Property, identifies any leases relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually as a "Business Property" and collectively as "Business Properties"), which lists collectively comprise a complete list of Sellers' interests in real property of all types used or held for use primarily in the Business. Sellers have good, marketable and insurable fee title to all Owned Property, free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (i) Permitted Liens, (ii) easements, covenants, rights-of-way and other similar restrictions of record and (iii) (A) zoning, building and other similar restrictions. Except as set forth on Schedule 4.5, (A) each lease pursuant to which Sellers lease Leased Property (a "Lease") is in full force and effect and all rent and other sums and charges payable thereunder are current, and (B) no lessor under any Lease has any Lien under any Lease or otherwise against Sellers. Except for the matters listed on Schedule 4.5, the leasehold estate under and leasehold interest in each Lease is held free and clear of all Liens. Sellers have made available to Buyer true and complete copies of all Leases. Except as set forth on Schedule 4.5, (A) the improvements on the Real Property are in reasonably good operating condition, normal wear and tear excepted, and to the Knowledge of Sellers, there does not exist any Requirement of Law or Contractual Obligation 26

applicable to the Business in each case which is not of broad or customary application to Persons or businesses similarly situated, as the case may be, which materially interferes with the economic value or use thereof, and (B) none of the buildings and structures located on the Real Property, the appurtenances thereto or the equipment therein or the operation or maintenance thereof violates any material restrictive covenant applicable thereto. 4.6 INTELLECTUAL PROPERTY. (a) Schedule 4.6 sets forth a list of all patents, trademarks, trade names, material service marks, service mark registrations, material registered copyrights and pending applications for the foregoing, in each case included in the Assets. Except as set forth on Schedule 4.6, Sellers own all right, title and interest in and to the patents and trademarks set forth on Schedule 4.6, free and clear of all Liens other than Permitted Liens. With respect to registered trademarks, Schedule 4.6 contains a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. (b) Except as disclosed on Schedule 4.6 , Sellers own or have the right to use, without payment to any other party, the Intellectual Property Rights included in the Assets. Except as set forth on Schedule 4.8, (i) to the Knowledge of Sellers, no product currently manufactured, marketed, distributed or sold or developed and held for future manufacture, marketing, distribution or sale by the Business violates or will (as to such developed products held for future sale) violate any license or infringes or will (as to such developed products held for future sale) infringe upon any Intellectual Property Rights of any other Person, and (ii) no Claims are pending or, to the Knowledge of Sellers, threatened against either Seller by any person with respect to the ownership, validity, enforceability or use of any Intellectual Property Rights or otherwise challenging or questioning the validity or effectiveness of any such Intellectual Property Rights. As used herein, the term "Intellectual Property Rights" means all intellectual property rights, including, without limitation, patents, patent rights, trademarks, trade names, service marks, copyrights (statutory and common law), all applications and registrations with respect to any of the

applicable to the Business in each case which is not of broad or customary application to Persons or businesses similarly situated, as the case may be, which materially interferes with the economic value or use thereof, and (B) none of the buildings and structures located on the Real Property, the appurtenances thereto or the equipment therein or the operation or maintenance thereof violates any material restrictive covenant applicable thereto. 4.6 INTELLECTUAL PROPERTY. (a) Schedule 4.6 sets forth a list of all patents, trademarks, trade names, material service marks, service mark registrations, material registered copyrights and pending applications for the foregoing, in each case included in the Assets. Except as set forth on Schedule 4.6, Sellers own all right, title and interest in and to the patents and trademarks set forth on Schedule 4.6, free and clear of all Liens other than Permitted Liens. With respect to registered trademarks, Schedule 4.6 contains a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. (b) Except as disclosed on Schedule 4.6 , Sellers own or have the right to use, without payment to any other party, the Intellectual Property Rights included in the Assets. Except as set forth on Schedule 4.8, (i) to the Knowledge of Sellers, no product currently manufactured, marketed, distributed or sold or developed and held for future manufacture, marketing, distribution or sale by the Business violates or will (as to such developed products held for future sale) violate any license or infringes or will (as to such developed products held for future sale) infringe upon any Intellectual Property Rights of any other Person, and (ii) no Claims are pending or, to the Knowledge of Sellers, threatened against either Seller by any person with respect to the ownership, validity, enforceability or use of any Intellectual Property Rights or otherwise challenging or questioning the validity or effectiveness of any such Intellectual Property Rights. As used herein, the term "Intellectual Property Rights" means all intellectual property rights, including, without limitation, patents, patent rights, trademarks, trade names, service marks, copyrights (statutory and common law), all applications and registrations with respect to any of the foregoing, logos, franchises, licenses, layouts, proprietary processes, formulae, patentable inventions, trade secrets, know-how and other proprietary rights and all documentation and media constituting, describing or relating to any of the foregoing, including, without limitation, manuals, memoranda and records. 27

4.7 CONTRACTS. Schedule 4.7 sets forth a list of all Contracts of the following types to which Controls is a party or to which MagneTek or the Business is a party and which relate to the Business: (a) any employment or severance Contract that has an aggregate future liability in excess of $100,000 and is not terminable by notice of not more than 60 days for a cost of less than $50,000 (including any contracts or agreements with certain employees that relate to the transactions contemplated by this Agreement which are not being assumed by Buyer, referred to as "Stay and Pay" Agreements); (b) any employee collective bargaining agreement or other Contract with any labor union covering Business Employees; (c) any Contract pursuant to which the aggregate of payments to become due from or to the applicable Seller is equal to or exceeds $200,000, and which is not terminable by no more than 60 days' notice for a cost of less than $100,000; (d) (i) any lease or similar Contract under which either Seller is a lessor or sublessor of, or makes available for use by any third party (including another division of such Seller), any Business Property or premises otherwise occupied by the Business and (ii) any Lease; (e) any distributor, dealer, sales, advertising, agency, manufacturer's representative, franchise or similar Contract or any other Contract requiring the payment of any commissions in excess of $100,000 per year; (f) any indenture, mortgage, promissory note, loan agreement or other agreement or commitment for the borrowing of money, for a line of credit or for any leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 issued by the Financial Accounting Standards Board;

4.7 CONTRACTS. Schedule 4.7 sets forth a list of all Contracts of the following types to which Controls is a party or to which MagneTek or the Business is a party and which relate to the Business: (a) any employment or severance Contract that has an aggregate future liability in excess of $100,000 and is not terminable by notice of not more than 60 days for a cost of less than $50,000 (including any contracts or agreements with certain employees that relate to the transactions contemplated by this Agreement which are not being assumed by Buyer, referred to as "Stay and Pay" Agreements); (b) any employee collective bargaining agreement or other Contract with any labor union covering Business Employees; (c) any Contract pursuant to which the aggregate of payments to become due from or to the applicable Seller is equal to or exceeds $200,000, and which is not terminable by no more than 60 days' notice for a cost of less than $100,000; (d) (i) any lease or similar Contract under which either Seller is a lessor or sublessor of, or makes available for use by any third party (including another division of such Seller), any Business Property or premises otherwise occupied by the Business and (ii) any Lease; (e) any distributor, dealer, sales, advertising, agency, manufacturer's representative, franchise or similar Contract or any other Contract requiring the payment of any commissions in excess of $100,000 per year; (f) any indenture, mortgage, promissory note, loan agreement or other agreement or commitment for the borrowing of money, for a line of credit or for any leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 issued by the Financial Accounting Standards Board; (g) any option or other Contract to purchase or otherwise acquire or sell or otherwise dispose of any interest in real property; (h) any guaranty of the obligations of third parties; (i) any Contract which restricts the Business from conducting its business anywhere in the world; 28

(j) any Contract under which either Seller has agreed to indemnify any third party with respect to, or to share, the Tax liability of any third party; or (k) any other Contract which is material to the Business, the Assets or Assumed Liabilities, other than this Agreement and the other Transaction Documents. Except as disclosed on Schedule 4.7, (i) each Contract listed on Schedule 4.7 is valid, binding and in full force and effect and is enforceable by Sellers in accordance with its terms, (ii) to the Knowledge of Sellers, each Seller has performed all material obligations required to be performed by it to date under the Contracts and is not (with or without the lapse of time of the giving of notice, or both) in breach or default in any material respect thereunder and, to the Knowledge of Sellers, no other party to any of the Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, (iii) no Seller has received from any party to any Contract notice of its intention to cancel, terminate or fail to renew such Contract, (iv) there are no Contracts pertaining to returns, guaranteed sales, advertising commitments, customer chargebacks or commissions or other payments due to sales representatives which are not reflected upon or reserved against in the Closing Balance Sheet and (v) to the Knowledge of Sellers, the terms of Sellers' written warranties with respect to products sold or services provided before the Closing Date do not exceed one (1) year in duration. 4.8 LITIGATION; DECREES. Schedule 4.8 sets forth a list, as of the date of this Agreement, of all pending and, to the Knowledge of Sellers, threatened lawsuits, claims, demands, consent decrees, actions, suits, proceedings, litigation, arbitration or mediation by or against such Seller before any Governmental Authority or

(j) any Contract under which either Seller has agreed to indemnify any third party with respect to, or to share, the Tax liability of any third party; or (k) any other Contract which is material to the Business, the Assets or Assumed Liabilities, other than this Agreement and the other Transaction Documents. Except as disclosed on Schedule 4.7, (i) each Contract listed on Schedule 4.7 is valid, binding and in full force and effect and is enforceable by Sellers in accordance with its terms, (ii) to the Knowledge of Sellers, each Seller has performed all material obligations required to be performed by it to date under the Contracts and is not (with or without the lapse of time of the giving of notice, or both) in breach or default in any material respect thereunder and, to the Knowledge of Sellers, no other party to any of the Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, (iii) no Seller has received from any party to any Contract notice of its intention to cancel, terminate or fail to renew such Contract, (iv) there are no Contracts pertaining to returns, guaranteed sales, advertising commitments, customer chargebacks or commissions or other payments due to sales representatives which are not reflected upon or reserved against in the Closing Balance Sheet and (v) to the Knowledge of Sellers, the terms of Sellers' written warranties with respect to products sold or services provided before the Closing Date do not exceed one (1) year in duration. 4.8 LITIGATION; DECREES. Schedule 4.8 sets forth a list, as of the date of this Agreement, of all pending and, to the Knowledge of Sellers, threatened lawsuits, claims, demands, consent decrees, actions, suits, proceedings, litigation, arbitration or mediation by or against such Seller before any Governmental Authority or arbitrator or mediator relating to the Business (including the Assets or the Assumed Liabilities) which (a) involves a claim by or against such Seller of more than $100,000, (b) seeks any injunctive relief or (c) relates to the Transactions. To the knowledge of Sellers, except as disclosed on Schedule 4.8,neither Seller is in default under any judgment, order, decree or award of any court, administrative agency or commission or other Governmental Authority or any arbitrator or mediator applicable to the Business (including the Assets or the Assumed Liabilities). For purposes of this Section 4.8, a "pending" matter does not include any litigation as to which a complaint has been filed but has not been served. Sellers have made available to Buyer, subject to matters of privilege based upon the advice of counsel, all documents and correspondence relating to matters referred to in Schedule 4.8. 29

4.9 EMPLOYEE AND RELATED MATTERS. (a) Schedule 4.9(a) sets forth a list of each material Employee Benefit Plan. (b) To the Knowledge of Sellers, there are no material Employee Benefit Arrangements providing employee or executive compensation or benefits to Business Employees employed at the Clawson Facility or the Peck Facility except as set forth on Schedule 4.9(b). (c) There are no material Employee Benefit Arrangements providing employee or executive compensation or benefits to Business Employees employed at the Simi Valley Facility except as set forth in the MagneTek Transducer Products Handbook for Associates. (d) Sellers have delivered to Buyer true, complete and correct copies of (i) descriptions of any material unwritten Seller Plans and (ii) the most recent summary plan description for each material Seller Plan for which such a summary plan description is required. Such summary plan descriptions are attached to Schedule 4.9 and accurately describe in all material aspects the respective Seller Plans to which they relate. 4.10 ENVIRONMENTAL MATTERS. Except as disclosed in the Phase I Report prepared by Dames & Moore and provided to Buyer, to the Knowledge of Sellers, as to the Business and the Business Property: (a) Neither Seller is in violation of any applicable Environmental Law nor is either Seller under investigation or review by any Governmental Authority with respect to compliance therewith, or with respect to the generation, use, treatment, storage or disposal, or the spillage or other release of any Hazardous Material which could reasonably be expected to result in material liability to the Business;

4.9 EMPLOYEE AND RELATED MATTERS. (a) Schedule 4.9(a) sets forth a list of each material Employee Benefit Plan. (b) To the Knowledge of Sellers, there are no material Employee Benefit Arrangements providing employee or executive compensation or benefits to Business Employees employed at the Clawson Facility or the Peck Facility except as set forth on Schedule 4.9(b). (c) There are no material Employee Benefit Arrangements providing employee or executive compensation or benefits to Business Employees employed at the Simi Valley Facility except as set forth in the MagneTek Transducer Products Handbook for Associates. (d) Sellers have delivered to Buyer true, complete and correct copies of (i) descriptions of any material unwritten Seller Plans and (ii) the most recent summary plan description for each material Seller Plan for which such a summary plan description is required. Such summary plan descriptions are attached to Schedule 4.9 and accurately describe in all material aspects the respective Seller Plans to which they relate. 4.10 ENVIRONMENTAL MATTERS. Except as disclosed in the Phase I Report prepared by Dames & Moore and provided to Buyer, to the Knowledge of Sellers, as to the Business and the Business Property: (a) Neither Seller is in violation of any applicable Environmental Law nor is either Seller under investigation or review by any Governmental Authority with respect to compliance therewith, or with respect to the generation, use, treatment, storage or disposal, or the spillage or other release of any Hazardous Material which could reasonably be expected to result in material liability to the Business; (b) There is no Hazardous Material that is likely to pose any material risk to safety, health or the environment, and there has heretofore been no spillage, discharge, release or disposal of any such Hazardous Material on or under any Business Property in an amount and of a nature which could reasonably be expected to result in material liability to the Business; (c) No oral or written notification of the inadvertent spillage by either Seller of a Hazardous Material 30

has been filed by or on behalf of any Seller in the conduct of the Business; (d) Sellers have made available to Buyer at the respective Business Properties its files of manifests pertaining to the transportation of Hazardous Materials to locations not on Business Property. (e) There are no pending citations, fines, penalties or Claims that have been asserted against either Seller under any Environmental Law which could reasonably be expected to have a Material Adverse Effect and which have not been reflected in the December Balance Sheet. 4.11 EMPLOYEE AND LABOR RELATIONS. Except as set forth on Schedule 4.11: (a) there is no labor strike, dispute, or work stoppage or lockout pending, or, to the Knowledge of Sellers, threatened, involving the Business; (b) to the Knowledge of Sellers, no union organization campaign is in progress with respect to the Business Employees, and no question concerning representation exists respecting such employees; (c) there is no unfair labor practice charge or complaint against either Seller pending, or, to the Knowledge of Sellers, threatened, before the National Labor Relations Board involving the Business; (d) there is no pending, or, to the Knowledge of Sellers, threatened, grievance involving an employee of the Business that, if adversely decided, would have a Material Adverse Effect; and

has been filed by or on behalf of any Seller in the conduct of the Business; (d) Sellers have made available to Buyer at the respective Business Properties its files of manifests pertaining to the transportation of Hazardous Materials to locations not on Business Property. (e) There are no pending citations, fines, penalties or Claims that have been asserted against either Seller under any Environmental Law which could reasonably be expected to have a Material Adverse Effect and which have not been reflected in the December Balance Sheet. 4.11 EMPLOYEE AND LABOR RELATIONS. Except as set forth on Schedule 4.11: (a) there is no labor strike, dispute, or work stoppage or lockout pending, or, to the Knowledge of Sellers, threatened, involving the Business; (b) to the Knowledge of Sellers, no union organization campaign is in progress with respect to the Business Employees, and no question concerning representation exists respecting such employees; (c) there is no unfair labor practice charge or complaint against either Seller pending, or, to the Knowledge of Sellers, threatened, before the National Labor Relations Board involving the Business; (d) there is no pending, or, to the Knowledge of Sellers, threatened, grievance involving an employee of the Business that, if adversely decided, would have a Material Adverse Effect; and (e) no charges with respect to or relating to either Seller are pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices as to which there is a reasonable likelihood of adverse determination involving the Business, other than those which, if so determined would not have a Material Adverse Effect. 4.12 ASSETS OWNED BY AFFILIATES. Except as disclosed on Schedule 4.12 or as to any Excluded Assets, no Affiliate of any Seller owns any assets, properties, interests in properties or rights, of any kind or description, used primarily in, held for use primarily in or otherwise primarily related to the Business. 31

4.13 COMPLIANCE WITH LAW; GOVERNMENTAL AUTHORIZATIONS. (a) Except as set forth on Schedule 4.13(a), no Seller is in violation of any Requirement of Law applicable to the Business that could reasonably be expected to result in a material liability to the Business. (b) Except as set forth on Schedule 4.13(b), (A) each Seller has all licenses, permits, orders, approvals and other authorizations of or from all Governmental Authorities which are necessary in the conduct of the Business (collectively, the "Permits"), (B) such Permits are in full force and effect, and (C) no violations or claimed violations are pending before any Governmental Authority with respect to any such Permit. 4.14 ASSETS OF THE BUSINESS. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used primarily, or held for use by Sellers primarily, in the operation of the Business as conducted on the date hereof. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLERS MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE ASSETS OR THE BUSINESS, INCLUDING AS TO THE QUALITY, CONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD TO BUYER "AS IS AND WHERE IS." ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER

4.13 COMPLIANCE WITH LAW; GOVERNMENTAL AUTHORIZATIONS. (a) Except as set forth on Schedule 4.13(a), no Seller is in violation of any Requirement of Law applicable to the Business that could reasonably be expected to result in a material liability to the Business. (b) Except as set forth on Schedule 4.13(b), (A) each Seller has all licenses, permits, orders, approvals and other authorizations of or from all Governmental Authorities which are necessary in the conduct of the Business (collectively, the "Permits"), (B) such Permits are in full force and effect, and (C) no violations or claimed violations are pending before any Governmental Authority with respect to any such Permit. 4.14 ASSETS OF THE BUSINESS. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used primarily, or held for use by Sellers primarily, in the operation of the Business as conducted on the date hereof. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLERS MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE ASSETS OR THE BUSINESS, INCLUDING AS TO THE QUALITY, CONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD TO BUYER "AS IS AND WHERE IS." ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Sellers as follows: 5.1 AUTHORITY; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken. This Agreement has been, and the Transaction Documents, when executed and delivered, will be, duly executed and delivered by Buyer and constitutes (or will constitute) a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or 32

affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) as disclosed on Schedule 5.1(b), (B) compliance with and filings under the HSR Act and (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation in the transactions contemplated hereby.

affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) as disclosed on Schedule 5.1(b), (B) compliance with and filings under the HSR Act and (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation in the transactions contemplated hereby. 5.2 ACTIONS AND PROCEEDINGS, ETC. There are no (a) outstanding judgments, orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against Buyer or (b) actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or, to the knowledge of Buyer, threatened against Buyer. 5.3 INCONSISTENT REPRESENTATIONS. In connection with the Financing, Buyer intends to enter into loan documentation which will contain representations and warranties and related disclosure schedules ("Buyer's Schedules") relating to the Business. Prior to the Closing, Buyer will provide to MagneTek copies of the sections of the applicable loan documentation containing such representations and warranties and any sections thereof necessary to interpret such representations and warranties and copies of the related Buyer's Schedules. If any such representation or warranty or the material contained on any such Buyer's Schedule, when fairly interpreted in the context of such loan documentation, would, if true, evidence a breach of any of the representations and warranties of Sellers in this Agreement, then Sellers shall be permitted to modify the Schedules hereto to include information contained in such 33

Buyer's Schedule to the extent that such inclusion would cure such breach. For purposes of the rights and obligations of the parties hereunder, any Schedule so modified shall be deemed to have been modified as of the date of this Agreement. Nothing in this Section 5.3 should be construed to imply that as of the date hereof, Buyer is aware of or intends to make any representation or warranty that would permit Sellers to make any such modification to the Schedules hereto. ARTICLE VI COVENANTS OF SELLERS Sellers covenant and agree as follows: 6.1 ACCESS. Subject to the provisions of Section 7.1 hereof, prior to the Closing, Sellers will give, and with respect to clause (ii) below, will cause Sellers' Accountants to give, Buyer and its representatives, employees, counsel and accountants, together with representatives of Persons providing financing to Buyer for the Transactions, with reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, books and records (including portions pertaining primarily to the Business or Sellers' Tax returns most recently filed and those in preparation, audit work papers and other records of Sellers' Accountants and financial and other operating data and information to the extent relating primarily to the Business, the Assets or the Assumed Liabilities) of the Business for purposes of investigating its assets, operations, prospects, obligations and liabilities; provided, however, that such access does not unreasonably disrupt the normal operations of the Business. Notwithstanding anything contained herein to the contrary, neither (i) any such investigation nor (ii) the

Buyer's Schedule to the extent that such inclusion would cure such breach. For purposes of the rights and obligations of the parties hereunder, any Schedule so modified shall be deemed to have been modified as of the date of this Agreement. Nothing in this Section 5.3 should be construed to imply that as of the date hereof, Buyer is aware of or intends to make any representation or warranty that would permit Sellers to make any such modification to the Schedules hereto. ARTICLE VI COVENANTS OF SELLERS Sellers covenant and agree as follows: 6.1 ACCESS. Subject to the provisions of Section 7.1 hereof, prior to the Closing, Sellers will give, and with respect to clause (ii) below, will cause Sellers' Accountants to give, Buyer and its representatives, employees, counsel and accountants, together with representatives of Persons providing financing to Buyer for the Transactions, with reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, books and records (including portions pertaining primarily to the Business or Sellers' Tax returns most recently filed and those in preparation, audit work papers and other records of Sellers' Accountants and financial and other operating data and information to the extent relating primarily to the Business, the Assets or the Assumed Liabilities) of the Business for purposes of investigating its assets, operations, prospects, obligations and liabilities; provided, however, that such access does not unreasonably disrupt the normal operations of the Business. Notwithstanding anything contained herein to the contrary, neither (i) any such investigation nor (ii) the direct or indirect ownership of any interest in Buyer by any Person providing any information on behalf of Seller in connection with such investigation or the participation by any such Person in the preparation of the Schedules hereto shall affect or otherwise diminish or obviate in any respect any of the representations and warranties of Sellers or their respective indemnification obligations contained in this Agreement or any Transaction Document to which either Seller is or will be a party, except that any representation or warranty qualified by reference to the Knowledge of Sellers shall be subject to the provision of the definition of such term with respect to the knowledge of Blair Simmons and Richard Baumhauer. Additionally, subject to the provisions of Section 7.1 hereof and to prior notification and the consent (which will not be unreasonably withheld or delayed) of Buyer, Buyer and such representatives may contact the principal customers and suppliers of the Business for purposes of the foregoing investigation. 34

6.2 ORDINARY CONDUCT. Except as contemplated by this Agreement or as set forth in Schedule 6.2, from the date hereof to the Closing, Seller agrees to cause the business of the Business to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable efforts, consistent with past practices to preserve intact the present organization of the Business and its relationships with customers, suppliers, employees and agents and others with whom the Business deals. Except as contemplated by this Agreement, Sellers will not, without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed, take any action, or deliberately omit to take any action which in the ordinary course it would have taken, in either case which would cause the representations and warranties of Sellers herein to be untrue in any material respect except insofar as either Seller may enter into a Contract which would be required to be listed on Schedule 4.7 hereto were it in existence on the date hereof. 6.3 INSURANCE. Sellers shall keep, or cause to be kept, all insurance policies presently maintained relating to the Business and its properties, or replacements therefor, in full force and effect through the close of business on the Closing Date with their current insurers, or other financially sound insurers, insuring against the types of risks currently insured against in at least such amounts as are currently insured against. Buyer will not have any rights under any such insurance policies from and after the Closing Date. 6.4 TITLE COMMITMENT. Buyer intends to obtain, prior to the Closing and at the shared expense of Sellers and Buyer, a standard form commitment for an owner's policy of title insurance (the "Title Commitment") issued by Chicago Title Insurance Company in amounts equal to the appraised value of the Clawson Facility and the Peck Facility as set forth in customary, third-party appraisals, such appraisals to be procured at Buyer's expense. The Title Commitment shall not contain any material exceptions to title except (a) the standard exceptions to title

6.2 ORDINARY CONDUCT. Except as contemplated by this Agreement or as set forth in Schedule 6.2, from the date hereof to the Closing, Seller agrees to cause the business of the Business to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable efforts, consistent with past practices to preserve intact the present organization of the Business and its relationships with customers, suppliers, employees and agents and others with whom the Business deals. Except as contemplated by this Agreement, Sellers will not, without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed, take any action, or deliberately omit to take any action which in the ordinary course it would have taken, in either case which would cause the representations and warranties of Sellers herein to be untrue in any material respect except insofar as either Seller may enter into a Contract which would be required to be listed on Schedule 4.7 hereto were it in existence on the date hereof. 6.3 INSURANCE. Sellers shall keep, or cause to be kept, all insurance policies presently maintained relating to the Business and its properties, or replacements therefor, in full force and effect through the close of business on the Closing Date with their current insurers, or other financially sound insurers, insuring against the types of risks currently insured against in at least such amounts as are currently insured against. Buyer will not have any rights under any such insurance policies from and after the Closing Date. 6.4 TITLE COMMITMENT. Buyer intends to obtain, prior to the Closing and at the shared expense of Sellers and Buyer, a standard form commitment for an owner's policy of title insurance (the "Title Commitment") issued by Chicago Title Insurance Company in amounts equal to the appraised value of the Clawson Facility and the Peck Facility as set forth in customary, third-party appraisals, such appraisals to be procured at Buyer's expense. The Title Commitment shall not contain any material exceptions to title except (a) the standard exceptions to title customarily contained in such title commitments in Michigan and which cannot be omitted on the basis of one or more affidavits of the applicable Seller, (b) Permitted Liens, except without duplication, and (c) such other Liens of record, if any, provided the same are consented to in writing by Buyer. No later than five (5) Business Days prior to the Closing, Buyer shall notify Sellers if it believes the Title Commitment fails to conform to the foregoing, and in the absence of such notification, the Title Commitment will be deemed for all purposes hereof so to conform. In the event of any such objection which is appropriate and remediable by Sellers, Sellers shall remediate the problem unless the required actions would entail expenditures in excess of $500,000, in which case Buyer shall have the option, exercisable within two 35

(2) Business Days, of terminating this Agreement or accepting the property with a further purchase price adjustment of $500,000. If the Buyer so elects to proceed, the Title Commitment shall be deemed for all purposes hereof to conform with this Section 6.4. 6.5 ACQUISITION PROPOSALS. From and after the date hereof until the termination hereof, without the written consent of Buyer, neither Seller shall (i) solicit or initiate discussions with any Person, other than the Buyer, its Affiliates and their respective designees and agents, relating to the possible acquisition, whether by way of merger, reorganization, purchase of capital stock, purchase of assets or otherwise (any such acquisition being referred to in this section as an "Acquisition Transaction"), of any material interest in the Business or any material Asset, (ii) provide Confidential Information with respect to the Business or any Asset to any Person, other than Buyer, its Affiliates and their respective designees and agents, in connection with a possible Acquisition Transaction or (iii) enter into a transaction with any Person, other than Buyer, its Affiliates and their respective designees and agents, concerning a possible Acquisition Transaction. If either Seller receives an unsolicited offer or proposal relating to an Acquisition Transaction, such Seller shall immediately reject such offer and notify Buyer and provide information to Buyer as to the identity of the party making any such offer or proposal and the specific terms of such offer or proposal. The parties recognize and acknowledge that a breach by any Seller of Section 6.5 will cause irreparable and material loss and damage for Buyer, the amount of which cannot be readily determined and as to which it will not have any adequate remedy at law or in damages. Accordingly, in addition to any remedy Buyer may have in damages by an action at law, it shall be entitled to the issuance of an injunction restraining any such breach or any other remedy at law or in equity for any such breach. 6.6 ACCOUNTS RECEIVABLE. Each Seller agrees promptly to forward to Buyer any and all proceeds from accounts receivable of the Business that are received by such Seller after the Closing Date. If, after the Closing

(2) Business Days, of terminating this Agreement or accepting the property with a further purchase price adjustment of $500,000. If the Buyer so elects to proceed, the Title Commitment shall be deemed for all purposes hereof to conform with this Section 6.4. 6.5 ACQUISITION PROPOSALS. From and after the date hereof until the termination hereof, without the written consent of Buyer, neither Seller shall (i) solicit or initiate discussions with any Person, other than the Buyer, its Affiliates and their respective designees and agents, relating to the possible acquisition, whether by way of merger, reorganization, purchase of capital stock, purchase of assets or otherwise (any such acquisition being referred to in this section as an "Acquisition Transaction"), of any material interest in the Business or any material Asset, (ii) provide Confidential Information with respect to the Business or any Asset to any Person, other than Buyer, its Affiliates and their respective designees and agents, in connection with a possible Acquisition Transaction or (iii) enter into a transaction with any Person, other than Buyer, its Affiliates and their respective designees and agents, concerning a possible Acquisition Transaction. If either Seller receives an unsolicited offer or proposal relating to an Acquisition Transaction, such Seller shall immediately reject such offer and notify Buyer and provide information to Buyer as to the identity of the party making any such offer or proposal and the specific terms of such offer or proposal. The parties recognize and acknowledge that a breach by any Seller of Section 6.5 will cause irreparable and material loss and damage for Buyer, the amount of which cannot be readily determined and as to which it will not have any adequate remedy at law or in damages. Accordingly, in addition to any remedy Buyer may have in damages by an action at law, it shall be entitled to the issuance of an injunction restraining any such breach or any other remedy at law or in equity for any such breach. 6.6 ACCOUNTS RECEIVABLE. Each Seller agrees promptly to forward to Buyer any and all proceeds from accounts receivable of the Business that are received by such Seller after the Closing Date. If, after the Closing Date, either Seller receives any payment from any Person who at the time of such payment has outstanding accounts payable to such Seller, on the one hand (for the purposes of this Section, "Seller Accounts Receivable"), and to the Buyer, on the other hand (for the purposes of this Section, "Buyer Accounts Receivable"), and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyer Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then such Seller and Buyer shall consult with one another to determine the proper 36

allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire Seller Accounts Receivable and Buyer Accounts Receivable in chronological order based upon the invoice date thereof. 6.7 DISCLOSURE OF INFORMATION; NON-COMPETITION. (a) From and after the Closing, Sellers shall not use or disclose to any Person, except as required by any Requirement of Law, any Confidential Information (as hereinafter defined), for any reason or purpose whatsoever, nor shall they make use of any of the Confidential Information for their own purposes or for the benefit of any Person except Buyer or any of its Affiliates. For purposes of this Agreement, "Confidential Information" shall mean all information of a proprietary nature relating to Controls, the Business or the Assets (other than information which is in the public domain at the time of receipt thereof by the receiving Person or is in such Person's possession at the time of its use or disclosure by Sellers, in either case other than as a result of the breach by the Sellers of its agreement hereunder). (b) Each of the Sellers acknowledges and recognizes that the Business has been conducted by the Sellers, and substantial sales of its products have been made, throughout the United States, and further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein and the consideration to be received hereunder, and in consideration of and as an inducement to the Buyer to consummate the transactions contemplated hereby, the Sellers shall not from and after the Closing until the third anniversary of the Closing Date (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, Affiliate or other participant, in any Competitive Business, or represent in any way any Competitive Business, whether or not such engagement or

allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire Seller Accounts Receivable and Buyer Accounts Receivable in chronological order based upon the invoice date thereof. 6.7 DISCLOSURE OF INFORMATION; NON-COMPETITION. (a) From and after the Closing, Sellers shall not use or disclose to any Person, except as required by any Requirement of Law, any Confidential Information (as hereinafter defined), for any reason or purpose whatsoever, nor shall they make use of any of the Confidential Information for their own purposes or for the benefit of any Person except Buyer or any of its Affiliates. For purposes of this Agreement, "Confidential Information" shall mean all information of a proprietary nature relating to Controls, the Business or the Assets (other than information which is in the public domain at the time of receipt thereof by the receiving Person or is in such Person's possession at the time of its use or disclosure by Sellers, in either case other than as a result of the breach by the Sellers of its agreement hereunder). (b) Each of the Sellers acknowledges and recognizes that the Business has been conducted by the Sellers, and substantial sales of its products have been made, throughout the United States, and further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein and the consideration to be received hereunder, and in consideration of and as an inducement to the Buyer to consummate the transactions contemplated hereby, the Sellers shall not from and after the Closing until the third anniversary of the Closing Date (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, Affiliate or other participant, in any Competitive Business, or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Buyer and any other Person, including, without limitation, any customer, supplier or employee of the Buyer, (iii) induce any employee of the Buyer or the Business to terminate his employment with the Buyer or the Business or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other Person to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). As used herein, "Competitive Business" shall mean any business involving the sale of any of the products described on Schedule 6.7 hereto in any city or county in any state of the 37

United States or anywhere outside the United States. Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit MagneTek from manufacturing, marketing or distributing any medium-voltage starter products after the first anniversary of the Closing Date, PROVIDED, that, with respect to such product, during the period prior to the third anniversary MagneTek will not market to or solicit sales from the principal existing customer of the Business for such product. MagneTek will not be permitted, however, to incorporate in any manner whatsoever into its medium-voltage starter products any technology that is included in the Assets, except to the extent such technology is in the public domain. Anything contained in this Section 6.7 to the contrary notwithstanding, the acquisition by any of the Sellers of any Person, less than 10% of the gross revenues of which are derived in a Competitive Business, shall not constitute a breach of this Section 6.7 if such Competitive Business of such Person is sold or otherwise disposed of or discontinued within the year following such acquisition. In addition, nothing in this Agreement shall prohibit either Seller from acquiring (i) no more than 15%, in the case of a privately held Person and (ii) no more than 5%, in the case of a Person whose securities are actively traded in any securities market worldwide, of the securities of any class, of a Person engaged in a Competitive Business. (c) It is the desire and intent of the parties that the provisions of this Section 6.7 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 6.7 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, such amendment to apply only with respect to the operation of such provision of this Section 6.7 in the particular jurisdiction in which such adjudication is made.

United States or anywhere outside the United States. Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit MagneTek from manufacturing, marketing or distributing any medium-voltage starter products after the first anniversary of the Closing Date, PROVIDED, that, with respect to such product, during the period prior to the third anniversary MagneTek will not market to or solicit sales from the principal existing customer of the Business for such product. MagneTek will not be permitted, however, to incorporate in any manner whatsoever into its medium-voltage starter products any technology that is included in the Assets, except to the extent such technology is in the public domain. Anything contained in this Section 6.7 to the contrary notwithstanding, the acquisition by any of the Sellers of any Person, less than 10% of the gross revenues of which are derived in a Competitive Business, shall not constitute a breach of this Section 6.7 if such Competitive Business of such Person is sold or otherwise disposed of or discontinued within the year following such acquisition. In addition, nothing in this Agreement shall prohibit either Seller from acquiring (i) no more than 15%, in the case of a privately held Person and (ii) no more than 5%, in the case of a Person whose securities are actively traded in any securities market worldwide, of the securities of any class, of a Person engaged in a Competitive Business. (c) It is the desire and intent of the parties that the provisions of this Section 6.7 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 6.7 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, such amendment to apply only with respect to the operation of such provision of this Section 6.7 in the particular jurisdiction in which such adjudication is made. (d) The parties recognize and acknowledge that a breach by any Seller of this Section 6.7 will cause irreparable and material loss and damage to Buyer, the amount of which cannot be readily determined and as to which it will not have an adequate remedy at law or in damages. Accordingly, in addition to any remedy Buyer may have in damages by an action at law, it shall be entitled to the issuance of an injunction restraining any such breach or any other remedy at law or in equity for any such breach. 6.8 ASSETS. If, after the Closing Date, Assets shall remain on the premises utilized or controlled by Sellers or any Affiliate thereof, then Sellers shall take reasonable steps at the expense of Sellers to deliver such Assets to Buyer, and so 38

long as such assets remain in such Seller's or Affiliates' control, shall exercise reasonable care with respect thereto, and in no event less care than with respect to its own properties. 6.9 REMOVAL OF LIENS. Following the date hereof, Sellers shall use commercially reasonable efforts to (a) remove any Liens listed on Schedule 4.4 that are indicated as requiring removal prior to the Closing Date and (b) obtain all assignments necessary to vest in the Sellers all right, title and interest in and to the Intellectual Property Rights listed on Schedule 4.6 that are not currently held in the name of Sellers. ARTICLE VII COVENANTS OF BUYER Buyer covenants and agrees as follows: 7.1 CONFIDENTIALITY. Buyer acknowledges that the information being provided to it by Sellers is subject to the terms of a confidentiality agreement between Buyer and Sellers (the "Confidentiality Agreement"), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement will terminate and be of no further effect; PROVIDED, HOWEVER, that Buyer acknowledges that the Confidentiality Agreement will terminate only with respect to information relating to the Business; and PROVIDED, FURTHER, HOWEVER, that Buyer acknowledges that any and all other information provided to it by Sellers or Sellers' representatives concerning either Seller shall remain subject to the terms and conditions of the Confidentiality Agreement after the date of the Closing.

long as such assets remain in such Seller's or Affiliates' control, shall exercise reasonable care with respect thereto, and in no event less care than with respect to its own properties. 6.9 REMOVAL OF LIENS. Following the date hereof, Sellers shall use commercially reasonable efforts to (a) remove any Liens listed on Schedule 4.4 that are indicated as requiring removal prior to the Closing Date and (b) obtain all assignments necessary to vest in the Sellers all right, title and interest in and to the Intellectual Property Rights listed on Schedule 4.6 that are not currently held in the name of Sellers. ARTICLE VII COVENANTS OF BUYER Buyer covenants and agrees as follows: 7.1 CONFIDENTIALITY. Buyer acknowledges that the information being provided to it by Sellers is subject to the terms of a confidentiality agreement between Buyer and Sellers (the "Confidentiality Agreement"), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement will terminate and be of no further effect; PROVIDED, HOWEVER, that Buyer acknowledges that the Confidentiality Agreement will terminate only with respect to information relating to the Business; and PROVIDED, FURTHER, HOWEVER, that Buyer acknowledges that any and all other information provided to it by Sellers or Sellers' representatives concerning either Seller shall remain subject to the terms and conditions of the Confidentiality Agreement after the date of the Closing. 7.2 ACCOUNTS RECEIVABLE. Buyer agrees to promptly forward or cause to be forwarded to the applicable Seller any and all proceeds from accounts receivable of such Seller that are received by Buyer after the Closing Date. If, after the Closing Date, Buyer receives any payment from any person who at the time of such payment has Seller Accounts Receivable and Buyer Accounts Receivable, and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyers Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Sellers and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire Seller Accounts Receivable and Buyer Accounts Receivable in chronological order based upon the invoice dates. 39

7.3 EXCLUDED ASSETS. If, after the Closing Date, Excluded Assets shall remain on the premises utilized or controlled by Buyer, then Buyer shall take reasonable steps at the expense of the applicable Seller to deliver such Excluded Assets to such Seller, and so long as such assets remain in Buyer's control, shall exercise reasonable care with respect thereto, and in no event less care than with respect to its own properties. 7.4 INSURANCE. Buyer shall secure insurance with respect to the Business from the Closing Date covering general liability and products liability in amounts customary for the industry in which the Business operates. ARTICLE VIII MUTUAL COVENANTS Each of Seller and Buyer covenant and agree as follows: 8.1 HSR FILINGS; PERMITS AND CONSENTS. (a) Each Seller and Buyer have filed with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act. Each Seller and Buyer shall furnish to the other party necessary information and

7.3 EXCLUDED ASSETS. If, after the Closing Date, Excluded Assets shall remain on the premises utilized or controlled by Buyer, then Buyer shall take reasonable steps at the expense of the applicable Seller to deliver such Excluded Assets to such Seller, and so long as such assets remain in Buyer's control, shall exercise reasonable care with respect thereto, and in no event less care than with respect to its own properties. 7.4 INSURANCE. Buyer shall secure insurance with respect to the Business from the Closing Date covering general liability and products liability in amounts customary for the industry in which the Business operates. ARTICLE VIII MUTUAL COVENANTS Each of Seller and Buyer covenant and agree as follows: 8.1 HSR FILINGS; PERMITS AND CONSENTS. (a) Each Seller and Buyer have filed with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act. Each Seller and Buyer shall furnish to the other party necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. Sellers and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. Each Seller and Buyer will use all reasonable efforts to obtain any clearance required under the HSR Act for the Transactions. (b) As promptly as practicable after the date hereof, Buyer and Sellers shall make all other filings with Governmental Authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Sellers shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Buyer and Sellers shall use commercially reasonable efforts to obtain such consents to the assignment of 40

the Assigned Contracts as may be required; PROVIDED, HOWEVER, that such commercially reasonable efforts shall not include any requirement that Buyer or Sellers commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contract or any Claim or right with respect to any benefit arising thereunder or resulting therefrom, or any Permit, if an attempted transfer, sublease or assignment thereof, without the required consent of any other party thereto, would constitute a breach thereof or in any way affect the rights or obligations of Buyer or Sellers thereunder. Except as set forth in Section 2.7 or 11.4, Sellers shall be responsible for the cost of complying with or obtaining the consent to or approval of the Transactions contemplated hereby of any Person or Governmental Authority including, without limitation, any such approval or consent required by any safety, health, environmental or other Requirement of Law which is applicable to the Business. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date the applicable Seller shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and such Seller shall continue to use reasonable efforts to obtain the consent of all required parties to the assignment of such Assigned Contract. Such Assigned Contract shall be promptly assigned by the applicable Seller to Buyer after receipt of such consent after the Closing Date. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that the applicable Seller may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of such Seller to be performed under such Assigned Contract after the Closing

the Assigned Contracts as may be required; PROVIDED, HOWEVER, that such commercially reasonable efforts shall not include any requirement that Buyer or Sellers commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Contract or any Claim or right with respect to any benefit arising thereunder or resulting therefrom, or any Permit, if an attempted transfer, sublease or assignment thereof, without the required consent of any other party thereto, would constitute a breach thereof or in any way affect the rights or obligations of Buyer or Sellers thereunder. Except as set forth in Section 2.7 or 11.4, Sellers shall be responsible for the cost of complying with or obtaining the consent to or approval of the Transactions contemplated hereby of any Person or Governmental Authority including, without limitation, any such approval or consent required by any safety, health, environmental or other Requirement of Law which is applicable to the Business. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date the applicable Seller shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and such Seller shall continue to use reasonable efforts to obtain the consent of all required parties to the assignment of such Assigned Contract. Such Assigned Contract shall be promptly assigned by the applicable Seller to Buyer after receipt of such consent after the Closing Date. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that the applicable Seller may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of such Seller to be performed under such Assigned Contract after the Closing Date. 8.2 COOPERATION. Buyer and Sellers shall cooperate with each other and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing to ensure the orderly transition of the Business to Buyer and to minimize any disruption to the respective businesses of Sellers or the Business that might result from the Transactions, including that to the extent that Continental Illinois National Bank and Trust Company of Chicago and Bank of America in Simi Valley agree to transfer to Buyer the lock boxes maintained by Sellers with such banks (respectively, lock box no. 98438 and 53768), Sellers shall cooperate in such transfers.. Neither party shall be required by this Section 8.2 to take any action that would unreasonably interfere with the conduct of its business. 41

8.3 PUBLICITY. Sellers and Buyer agree that, from the date hereof through the Closing Date, no public release or announcement concerning the Transactions shall be issued without the prior consent of Sellers, on the one hand, or Buyer, on the other hand (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by any Requirement of Law, in which case the party required to make the release or announcement shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance. 8.4 REASONABLE EFFORTS. Subject to the terms and conditions of this Agreement (including the limitations set forth in Section 8.1), each party will use all reasonable efforts to cause the Closing to occur. 8.5 RECORDS. On the Closing Date, Sellers shall deliver or cause to be delivered to Buyer all Records (to the extent not then in the possession of the Business), except any Records relating primarily to Excluded Liabilities (including, without limitation, to Sellers' Tax liability or to any litigation or claim not assumed by Buyer hereunder). After the Closing, upon reasonable written notice and at Buyer's sole expense, Sellers agree to furnish or cause to be furnished to Buyer and its representatives (including its auditors), access at reasonable times and during normal business hours to all such information relating to the Business in such Seller's possession as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax Claim or assessment and will permit such representatives to make abstracts from or copies of any such records, the out-of-pocket expense of which shall be entirely borne by Sellers; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of such Seller. Buyer shall, and shall cause its representatives to, use the information provided pursuant hereto solely for the purposes for which it may be requested set forth herein.

8.3 PUBLICITY. Sellers and Buyer agree that, from the date hereof through the Closing Date, no public release or announcement concerning the Transactions shall be issued without the prior consent of Sellers, on the one hand, or Buyer, on the other hand (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by any Requirement of Law, in which case the party required to make the release or announcement shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance. 8.4 REASONABLE EFFORTS. Subject to the terms and conditions of this Agreement (including the limitations set forth in Section 8.1), each party will use all reasonable efforts to cause the Closing to occur. 8.5 RECORDS. On the Closing Date, Sellers shall deliver or cause to be delivered to Buyer all Records (to the extent not then in the possession of the Business), except any Records relating primarily to Excluded Liabilities (including, without limitation, to Sellers' Tax liability or to any litigation or claim not assumed by Buyer hereunder). After the Closing, upon reasonable written notice and at Buyer's sole expense, Sellers agree to furnish or cause to be furnished to Buyer and its representatives (including its auditors), access at reasonable times and during normal business hours to all such information relating to the Business in such Seller's possession as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax Claim or assessment and will permit such representatives to make abstracts from or copies of any such records, the out-of-pocket expense of which shall be entirely borne by Sellers; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of such Seller. Buyer shall, and shall cause its representatives to, use the information provided pursuant hereto solely for the purposes for which it may be requested set forth herein. 8.6 ACCESS TO FORMER BUSINESS RECORDS. Buyer will retain all historical accounting, financial and Tax Records and all Records relating to the manufacture of products sold by the Business prior to the Closing Date for a period of seven (7) years following the Closing, and Buyer will retain all other material Records for a period of at least three (3) years following the Closing. During such periods, upon reasonable written notice and at Buyer's sole expense, Buyer will afford authorized representatives of either Seller (including their respective auditors) access to such Records at reasonable times and during normal business hours at the principal business office of the Business, or at such other location or locations at which such Records may be stored or maintained from time to 42

time, and will permit such representatives to make abstracts from, or copies of, any of such Records, at such Seller's sole cost and expense. During such periods, Buyer will, upon the reasonable request of either Seller and at such Seller's expense (limited, however, to Buyer's reasonable out-of-pocket expenditures without regard to any employee cost or other overhead expenses), cooperate with such Seller in furnishing information, evidence, testimony, and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which such Seller or any of its Affiliates is subject relating to the business of the Business prior to the Closing; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of Buyer. Sellers shall, and shall cause their representatives to, use the information provided pursuant hereto solely for the purposes for which it may be requested as set forth herein. Following the expiration of the aforesaid three-year or seven-year period as applicable, Buyer may dispose of such work papers, books and records at any time upon giving 30 days' prior written notice to Sellers, unless Sellers agree to take possession of such work papers, books and records within such 30 days at no expense to Buyer. 8.7 USE OF TRADEMARK AND TRADE NAMES. (a) Notwithstanding anything to the contrary in this Agreement, Buyer may continue to use the name "MagneTek" and related trademarks, corporate names, and trade names incorporating "MagneTek," and the stylized "MagneTek" logos (i) in displays, signage and postings for the period after the Closing Date necessary to permit the removal of such names as promptly as is reasonably feasible, and only to the extent such displays, signage or postings exist on the Closing Date; (ii) for a period of two years, to state the Business' former affiliation with MagneTek (e.g., "formerly a division of MagneTek, Inc.") and (iii) to the extent any such trade names, trademarks, service marks or logos appear on stationery, packaging materials, supplies or inventory on hand as of the Closing Date or on order at the time of the Closing, until such is

time, and will permit such representatives to make abstracts from, or copies of, any of such Records, at such Seller's sole cost and expense. During such periods, Buyer will, upon the reasonable request of either Seller and at such Seller's expense (limited, however, to Buyer's reasonable out-of-pocket expenditures without regard to any employee cost or other overhead expenses), cooperate with such Seller in furnishing information, evidence, testimony, and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which such Seller or any of its Affiliates is subject relating to the business of the Business prior to the Closing; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of Buyer. Sellers shall, and shall cause their representatives to, use the information provided pursuant hereto solely for the purposes for which it may be requested as set forth herein. Following the expiration of the aforesaid three-year or seven-year period as applicable, Buyer may dispose of such work papers, books and records at any time upon giving 30 days' prior written notice to Sellers, unless Sellers agree to take possession of such work papers, books and records within such 30 days at no expense to Buyer. 8.7 USE OF TRADEMARK AND TRADE NAMES. (a) Notwithstanding anything to the contrary in this Agreement, Buyer may continue to use the name "MagneTek" and related trademarks, corporate names, and trade names incorporating "MagneTek," and the stylized "MagneTek" logos (i) in displays, signage and postings for the period after the Closing Date necessary to permit the removal of such names as promptly as is reasonably feasible, and only to the extent such displays, signage or postings exist on the Closing Date; (ii) for a period of two years, to state the Business' former affiliation with MagneTek (e.g., "formerly a division of MagneTek, Inc.") and (iii) to the extent any such trade names, trademarks, service marks or logos appear on stationery, packaging materials, supplies or inventory on hand as of the Closing Date or on order at the time of the Closing, until such is exhausted. (b) Notwithstanding anything to the contrary in this Agreement, Sellers may continue to use the name "MagneTek Controls" and related trademarks and trade names incorporating "MagneTek Controls," and any stylized "MagneTek Controls" logos. 8.8 REQUIRED MODIFICATIONS OR REPLACEMENTS OF PRODUCTS. The following provisions of this Section 8.8 shall govern the responsibilities of Buyer and Sellers regarding Required Modifications: 43

(a) Buyer shall advise the appropriate Seller promptly after an officer of Buyer shall have concluded that there is a reasonable likelihood that a Required Modification to any product shipped by the Business prior to the Closing Date would materially affect the amount or likelihood of any related liability with respect to such product for which Sellers would be obligated to indemnify Buyer. (b) Whether or not Buyer gives the foregoing notice, Buyer shall make any Required Modifications, at the reasonable request and expense pursuant to Section 8.3(c) of the applicable Sellers, to products shipped by the Business prior to the Closing Date which are necessary or advisable, in the reasonable discretion of the applicable Seller. If the cost to such Seller under Section 8.8(c) of implementing any such Required Modification exceeds the cost to such Seller of replacing such products, Buyer shall replace such products. The obligation of Buyer hereunder shall include, but not be limited to, such actions as such Seller may reasonably request for (i) the notification of customer and other third parties in possession of the applicable products, (ii) the shipping of such products, if necessary, to and from Buyer's facilities for modification, improvement, enhancement or replacement, (iii) production of replacement products, parts or supplies necessary for the implementation of the product modification, enhancement, improvement or placement, (iv) the installation, modification or replacement of the product by personnel of Buyer, either at the customer's location or at Buyer's facilities, as appropriate, and (v) recordkeeping and reports with respect to such product modifications, enhancements, improvements or replacements to the extent required by law or reasonably requested by Seller. (c) The applicable Seller shall reimburse Buyer for direct manufacturing, installation, labor and materials costs incurred by Buyer in installing or implementing any Required Modification under Section 8.8(b) or in producing any replacement products, parts or supplies under Section 8.8(b), together with all reasonable out-of-pocket

(a) Buyer shall advise the appropriate Seller promptly after an officer of Buyer shall have concluded that there is a reasonable likelihood that a Required Modification to any product shipped by the Business prior to the Closing Date would materially affect the amount or likelihood of any related liability with respect to such product for which Sellers would be obligated to indemnify Buyer. (b) Whether or not Buyer gives the foregoing notice, Buyer shall make any Required Modifications, at the reasonable request and expense pursuant to Section 8.3(c) of the applicable Sellers, to products shipped by the Business prior to the Closing Date which are necessary or advisable, in the reasonable discretion of the applicable Seller. If the cost to such Seller under Section 8.8(c) of implementing any such Required Modification exceeds the cost to such Seller of replacing such products, Buyer shall replace such products. The obligation of Buyer hereunder shall include, but not be limited to, such actions as such Seller may reasonably request for (i) the notification of customer and other third parties in possession of the applicable products, (ii) the shipping of such products, if necessary, to and from Buyer's facilities for modification, improvement, enhancement or replacement, (iii) production of replacement products, parts or supplies necessary for the implementation of the product modification, enhancement, improvement or placement, (iv) the installation, modification or replacement of the product by personnel of Buyer, either at the customer's location or at Buyer's facilities, as appropriate, and (v) recordkeeping and reports with respect to such product modifications, enhancements, improvements or replacements to the extent required by law or reasonably requested by Seller. (c) The applicable Seller shall reimburse Buyer for direct manufacturing, installation, labor and materials costs incurred by Buyer in installing or implementing any Required Modification under Section 8.8(b) or in producing any replacement products, parts or supplies under Section 8.8(b), together with all reasonable out-of-pocket shipping, postage and printing and other costs incurred by Buyer in connection therewith. 8.9 ASSUMED LITIGATION. Notwithstanding any other provision of this Agreement, upon the Closing Buyer will assume, to the extent herein set forth, liability for claims alleging personal injury, illness or other Loss based upon exposure or alleged exposure prior to or following the Closing Date to asbestos occurring in the industrial brake product line no longer manufactured by the Business ("Asbestos Claims"), only as follows: 44

(a) during the two (2) years immediately succeeding the Closing Date, Buyer shall assume responsibility (with commercially reasonable assistance as to information, case histories and similar matters from Sellers) for the administration of Asbestos Claims and all related litigation, such that, by the end of such two-year period, the administration thereof shall have become Buyer's responsibility entirely; (b) during the five (5) years immediately succeeding the Closing Date, the Losses from Asbestos Claims and/or related litigation shall be shared equally as between Sellers, on the one hand, and Buyer, on the other hand, PROVIDED, that notwithstanding anything to the contrary contained herein, Buyer's share of such Losses shall not exceed $100,000 during either the first or second twelve-month periods or $200,000 during any of the third, fourth or fifth twelve-month periods of such five (5) year period; and notwithstanding anything to the contrary in Article X, amounts so expended shall not be considered to contribute to or count against the minimum and aggregate maximum amounts for which indemnification is provided in Article X hereof; and (c) from and after the fifth anniversary of the Closing Date, Buyer shall be liable for all Losses arising from Asbestos Claims, and, notwithstanding anything to the contrary in Article X, Seller shall be indemnified therefor under Section 10.2(c) without application of any minimum or aggregate maximum amount for which indemnification is so provided in Article X. 8.10 WAIVER OF BULK SALES LAW COMPLIANCE. Buyer hereby waives compliance by Sellers with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which Assets are located and all other similar Requirements of Law applicable to bulk sales and transfers, to the extent applicable to the Transactions (the "Bulk Sale Laws"). 8.11 FURTHER INSTRUMENTS AND ASSURANCES. Sellers shall, at any time and from time to time after the Closing, upon the reasonable request of and at the expense of Buyer, do, execute, acknowledge, deliver and

(a) during the two (2) years immediately succeeding the Closing Date, Buyer shall assume responsibility (with commercially reasonable assistance as to information, case histories and similar matters from Sellers) for the administration of Asbestos Claims and all related litigation, such that, by the end of such two-year period, the administration thereof shall have become Buyer's responsibility entirely; (b) during the five (5) years immediately succeeding the Closing Date, the Losses from Asbestos Claims and/or related litigation shall be shared equally as between Sellers, on the one hand, and Buyer, on the other hand, PROVIDED, that notwithstanding anything to the contrary contained herein, Buyer's share of such Losses shall not exceed $100,000 during either the first or second twelve-month periods or $200,000 during any of the third, fourth or fifth twelve-month periods of such five (5) year period; and notwithstanding anything to the contrary in Article X, amounts so expended shall not be considered to contribute to or count against the minimum and aggregate maximum amounts for which indemnification is provided in Article X hereof; and (c) from and after the fifth anniversary of the Closing Date, Buyer shall be liable for all Losses arising from Asbestos Claims, and, notwithstanding anything to the contrary in Article X, Seller shall be indemnified therefor under Section 10.2(c) without application of any minimum or aggregate maximum amount for which indemnification is so provided in Article X. 8.10 WAIVER OF BULK SALES LAW COMPLIANCE. Buyer hereby waives compliance by Sellers with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which Assets are located and all other similar Requirements of Law applicable to bulk sales and transfers, to the extent applicable to the Transactions (the "Bulk Sale Laws"). 8.11 FURTHER INSTRUMENTS AND ASSURANCES. Sellers shall, at any time and from time to time after the Closing, upon the reasonable request of and at the expense of Buyer, do, execute, acknowledge, deliver and file, or cause to be done, executed, acknowledged, delivered and filed, all such further acts, transfers, conveyances, assignments or assurances as may reasonably be required for better selling, transferring, conveying, assigning and assuring to Buyer, or for aiding and assisting in the collection of or reducing to possession by Buyer, any of the Assets. Similarly, Buyer shall, at any time and from time to time after the Closing, upon the reasonable request of and at the expense of Sellers, do, execute, acknowledge, deliver and file, or cause to be done, executed, 45

acknowledged, delivered and filed, all such further acts, transfers, conveyances, assignments or assurances as may reasonably be required for better effectuating the assumption by Buyer of the Assumed Liabilities. ARTICLE IX EMPLOYEE BENEFIT MATTERS 9.1 EMPLOYEE RETENTION. Buyer shall offer employment to commence as of the Closing Date to all Business Employees, at substantially the same salaries and wages (including division-level, but not MagneTekwide bonus and incentive programs) and except as provided in Section 9.2, on substantially the same terms and conditions as those in effect immediately prior to the Closing Date (any such employees who accept such offer of employment being referred to herein as the "Hired Employees"). Buyer shall have no obligation to offer employment to and shall have no other liability to any Business Employee who, on the Closing Date, is not actively employed or is on disability, leave of absence (but not vacation, illness leave or maternity leave), military service leave or lay-off (whether or not with recall rights), or whose employment has been terminated (voluntarily or involuntarily) or who has retired prior to the Closing Date. Buyer has no present intention (subject to its discretion as to employee performance) to terminate the employment of any Business Employee within the sixty (60) days following the Closing Date, and Buyer assumes all obligations and liabilities, if any, under the Worker Adjustment and Retraining Notification Act (the "WARN Act") arising out of the Transactions but no other actual or potential liability of Sellers, whether by Contract or Requirement of Law, relating to termination or severance of Business Employees. 9.2 EMPLOYEE BENEFIT PLANS.

acknowledged, delivered and filed, all such further acts, transfers, conveyances, assignments or assurances as may reasonably be required for better effectuating the assumption by Buyer of the Assumed Liabilities. ARTICLE IX EMPLOYEE BENEFIT MATTERS 9.1 EMPLOYEE RETENTION. Buyer shall offer employment to commence as of the Closing Date to all Business Employees, at substantially the same salaries and wages (including division-level, but not MagneTekwide bonus and incentive programs) and except as provided in Section 9.2, on substantially the same terms and conditions as those in effect immediately prior to the Closing Date (any such employees who accept such offer of employment being referred to herein as the "Hired Employees"). Buyer shall have no obligation to offer employment to and shall have no other liability to any Business Employee who, on the Closing Date, is not actively employed or is on disability, leave of absence (but not vacation, illness leave or maternity leave), military service leave or lay-off (whether or not with recall rights), or whose employment has been terminated (voluntarily or involuntarily) or who has retired prior to the Closing Date. Buyer has no present intention (subject to its discretion as to employee performance) to terminate the employment of any Business Employee within the sixty (60) days following the Closing Date, and Buyer assumes all obligations and liabilities, if any, under the Worker Adjustment and Retraining Notification Act (the "WARN Act") arising out of the Transactions but no other actual or potential liability of Sellers, whether by Contract or Requirement of Law, relating to termination or severance of Business Employees. 9.2 EMPLOYEE BENEFIT PLANS. (a) Effective as of the Closing Date, (i) Hired Employees shall cease accruing any benefits under any Seller Plan, and Sellers shall take, or cause to be taken, all such action, if any, as may be necessary to effect such cessation of participation and (ii) Buyer shall establish employee benefit plans providing benefits which in the aggregate are substantially the same as the benefits provided to Business Employees under the Seller's Plans listed on Schedule 4.9(a), (b) and (c) as described to Buyer in the materials referred to in Section 4.9 (provided that Buyer shall have no obligation to, and shall not, establish a defined benefit pension plan or a retiree health or life insurance benefit plan) (the "Buyer's Benefit Plans"). With respect to the Buyer's Benefit Plans, Buyer shall grant all Hired Employees from and after the Closing Date credit for all service with the applicable Seller and its Affiliates and their respective predecessors prior to the 46

Closing Date for all purposes for which such service was recognized by either Seller and its Affiliates. With respect to Buyer's Benefit Plans that provide medical or dental benefits after the Closing Date, such plans shall waive any exclusions or limitations with respect to pre-existing conditions and actively- at-work exclusions and shall provide that any expenses incurred on or before the Closing Date by a Hired Employee or his covered dependents shall be taken into account under such Buyer's Benefit Plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. Buyer shall also cause its health plan(s) to be responsible for all health benefit claims by Hired Employees and their covered dependents for services rendered after the Closing Date. (b) On or prior to the Closing Date, Sellers shall cause all Business Employees to be fully vested in all benefits accrued as of the Closing Date under the MagneTek, Inc., FlexCare Plus Retirement Pension Plan and the MagneTek, Inc., FlexCare Plus Retirement Savings Plan. (c) Sellers shall be solely responsible for and shall pay when due any amounts payable under any Sellers' Plan in respect of the Transactions including, without limitation, under the Bonus Agreements. Notwithstanding the foregoing, no Hired Employee shall be entitled to receive, and no Seller shall be required by the terms of this Agreement to pay to any Hired Employee, any portion of the executive incentive compensation plan for fiscal years 1994 or 1995. 9.3 VACATION AND HOLIDAY PAY. As of the Closing Date, Buyer shall assume all of Sellers' obligations for vacation and holiday pay to all Hired Employees.

Closing Date for all purposes for which such service was recognized by either Seller and its Affiliates. With respect to Buyer's Benefit Plans that provide medical or dental benefits after the Closing Date, such plans shall waive any exclusions or limitations with respect to pre-existing conditions and actively- at-work exclusions and shall provide that any expenses incurred on or before the Closing Date by a Hired Employee or his covered dependents shall be taken into account under such Buyer's Benefit Plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. Buyer shall also cause its health plan(s) to be responsible for all health benefit claims by Hired Employees and their covered dependents for services rendered after the Closing Date. (b) On or prior to the Closing Date, Sellers shall cause all Business Employees to be fully vested in all benefits accrued as of the Closing Date under the MagneTek, Inc., FlexCare Plus Retirement Pension Plan and the MagneTek, Inc., FlexCare Plus Retirement Savings Plan. (c) Sellers shall be solely responsible for and shall pay when due any amounts payable under any Sellers' Plan in respect of the Transactions including, without limitation, under the Bonus Agreements. Notwithstanding the foregoing, no Hired Employee shall be entitled to receive, and no Seller shall be required by the terms of this Agreement to pay to any Hired Employee, any portion of the executive incentive compensation plan for fiscal years 1994 or 1995. 9.3 VACATION AND HOLIDAY PAY. As of the Closing Date, Buyer shall assume all of Sellers' obligations for vacation and holiday pay to all Hired Employees. 9.4 ACCESS TO INFORMATION. Commencing with the date hereof and continuing to the Closing Date and thereafter, Sellers shall make reasonably available to Buyer such actuarial, financial, personnel and related information as may be reasonably requested by Buyer with respect to any Seller Plan as it relates to a Business Employee, including, but not limited to, compensation and employment histories. 9.5 NO THIRD PARTY BENEFICIARY. Nothing contained in this Article IX or elsewhere herein shall confer upon any Hired Employee or Business Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any right to employment or continued employment or to any benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of either Seller or of Buyer, nor shall anything contained in this Article IX or elsewhere herein constitute a limitation on or restriction against the right of either Seller 47

or of Buyer to amend, modify or terminate any such plan, policy or arrangement or the terms or conditions of employment. ARTICLE X INDEMNIFICATION 10.1 INDEMNIFICATION BY SELLERS. Subject to the terms and conditions of this Article X, Sellers shall, jointly and severally, indemnify Buyer and each of its officers, directors, employees, agents, Affiliates and successors and assigns in respect of all or substantially all of the Business, against, and hold them harmless from, any Loss sustained, suffered or incurred by any such Indemnified Person (other than any relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of either Seller contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto, (b) any breach of any covenant or agreement of either Seller contained in this Agreement or any other Transaction Document or (c) if the Closing occurs, the existence of, or the failure of such Seller to pay, perform and discharge when due, any of the Excluded Liabilities (including, without limitation, any Losses as a result of the failure of such Seller to comply with any Bulk Sales Laws referred to in Section 8.10); PROVIDED, HOWEVER, that neither Seller shall have any liability under clause (a) of this Section 10.1 unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis together with Losses for which Buyer is indemnified under Section 10.3, an

or of Buyer to amend, modify or terminate any such plan, policy or arrangement or the terms or conditions of employment. ARTICLE X INDEMNIFICATION 10.1 INDEMNIFICATION BY SELLERS. Subject to the terms and conditions of this Article X, Sellers shall, jointly and severally, indemnify Buyer and each of its officers, directors, employees, agents, Affiliates and successors and assigns in respect of all or substantially all of the Business, against, and hold them harmless from, any Loss sustained, suffered or incurred by any such Indemnified Person (other than any relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of either Seller contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto, (b) any breach of any covenant or agreement of either Seller contained in this Agreement or any other Transaction Document or (c) if the Closing occurs, the existence of, or the failure of such Seller to pay, perform and discharge when due, any of the Excluded Liabilities (including, without limitation, any Losses as a result of the failure of such Seller to comply with any Bulk Sales Laws referred to in Section 8.10); PROVIDED, HOWEVER, that neither Seller shall have any liability under clause (a) of this Section 10.1 unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis together with Losses for which Buyer is indemnified under Section 10.3, an amount equal to $500,000 (and then only to the extent of any such excess); and PROVIDED FURTHER, HOWEVER, that Sellers' aggregate liability under clause (a) of this Section 10.1, clause (c) of this Section 10.1 (with respect to Excluded Liabilities other than Specifically Excluded Liabilities) and Section 10.3 shall in no event exceed $15,000,000. Sellers shall have no obligation to indemnify Buyer with respect to any Loss, including but not limited to, any breach of the representations set forth in Section 4.5, which are within the scope of the Title Policy procured in accordance with the Title Commitment referred to in Section 6.4, and Buyer agrees that its sole recourse with respect to such matters shall be against the issuer of such Title Policy. 10.2 INDEMNIFICATION BY BUYER. Subject to the terms and conditions of this Article X, Buyer shall indemnify Sellers and each of their respective officers, directors, employees, agents, Affiliates and successors and assigns in respect of all or substantially all of the Business, against, and hold them harmless from, any Loss sustained, suffered or incurred by any such Indemnified Person (other than any relating to 48

environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of Buyer contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto or in connection herewith, (b) any breach of any covenant or agreement of Buyer contained in this Agreement or any other Transaction Document, (c) if the Closing occurs, the existence of, or the failure of Buyer to pay, perform and discharge when due, any of the Assumed Liabilities and (d) any violation of a Requirement of Law with respect to the Business for which Buyer is responsible other than those for which indemnification of Sellers by Buyer is provided in Section 10.3; PROVIDED, HOWEVER, that Buyer shall not have any liability under clause (a) of this Section 10.2 unless the aggregate of all Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis, together with Losses for which Sellers are indemnified under Section 10.3, an amount equal to $500,000 (and then only to the extent of such excess); and PROVIDED FURTHER, HOWEVER, that Buyer's aggregate liability under clause (a) of this Section 10.2 shall in no event exceed $15,000,000. 10.3 INDEMNIFICATION FOR ENVIRONMENTAL MATTERS. Subject to the terms and conditions of this Article X, Sellers, jointly and severally, shall indemnify and hold Buyer harmless from and against all Losses (i) resulting from claims or demands by any Governmental Authority or any third party which is unrelated to Buyer or its Affiliates arising under (A) any Environmental Law, or (B) under any common law tort claim theory applicable to Hazardous Materials or

environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of Buyer contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto or in connection herewith, (b) any breach of any covenant or agreement of Buyer contained in this Agreement or any other Transaction Document, (c) if the Closing occurs, the existence of, or the failure of Buyer to pay, perform and discharge when due, any of the Assumed Liabilities and (d) any violation of a Requirement of Law with respect to the Business for which Buyer is responsible other than those for which indemnification of Sellers by Buyer is provided in Section 10.3; PROVIDED, HOWEVER, that Buyer shall not have any liability under clause (a) of this Section 10.2 unless the aggregate of all Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis, together with Losses for which Sellers are indemnified under Section 10.3, an amount equal to $500,000 (and then only to the extent of such excess); and PROVIDED FURTHER, HOWEVER, that Buyer's aggregate liability under clause (a) of this Section 10.2 shall in no event exceed $15,000,000. 10.3 INDEMNIFICATION FOR ENVIRONMENTAL MATTERS. Subject to the terms and conditions of this Article X, Sellers, jointly and severally, shall indemnify and hold Buyer harmless from and against all Losses (i) resulting from claims or demands by any Governmental Authority or any third party which is unrelated to Buyer or its Affiliates arising under (A) any Environmental Law, or (B) under any common law tort claim theory applicable to Hazardous Materials or (ii) Hazardous Materials remediation otherwise specifically required to be performed or conducted by any Environmental Law, in each case to the extent such Losses (a) are attributable, based on events, facts or circumstances existing or occurring prior to the Closing Date, to the Business or any premises owned, operated or otherwise used by either Seller prior to the Closing Date including, without limitation, any Business Property (a "Seller Facility") or to Hazardous Materials transported offsite from a Seller Facility for treatment, storage, disposal or otherwise prior to the Closing Date and (b) exceed, on a cumulative basis together with Losses for which Buyer is indemnified under clause (a) of Section 10.1, an amount equal to $500,000 (but only to the extent of such excess); and PROVIDED, FURTHER, that Sellers' aggregate liability under clause (a) of this Section 10.3, Section 10.1 and clause (c) of Section 10.1 (with respect to Excluded Liabilities other than Specifically Excluded Liabilities) shall in no event exceed $15,000,000. Sellers' indemnification liability hereunder shall in no event be construed to extend to or include any remediation arising as a result of the presence of asbestos in or upon any of the improvements located on the Business Property at any time, other 49

than any reasonably necessary to remediate or contain friable asbestos at the Closing Date, which shall be included in the indemnification provided in this Section 10.3. Sellers' obligation to indemnify Buyer under this Section 10.3 shall expire on the third anniversary of the Closing Date, and Buyer hereby expressly releases Sellers, but not any Person (other than successors and assigns of, or Indemnified Persons related to, either Seller) from and after such third anniversary from any liability in respect of the matters covered by such indemnification, whether arising by statute or common law, or otherwise. Buyer shall indemnify and hold Sellers harmless from and against all Losses resulting from claims or demands by any Governmental Authority or private party that is unrelated to Sellers arising under any Environmental Law, or under any common tort claim theory applicable to Hazardous Materials to the extent such Losses are attributable to Buyer's operation of any Business Property (but not as to Hazardous Materials present at such property on or prior to the Closing Date) or conduct of the Business (whether by commission or omission) after the Closing Date. Nothing in this Section 10.3 shall be interpreted to limit Buyer's obligations in respect of the Asbestos Claims as set forth in Section 8.9. 10.4 LOSSES NET OF INSURANCE, ETC. (a) The amount of any Loss for which indemnification is provided under this Article X shall be net of any amounts recovered or recoverable by the Indemnified Person under insurance policies with respect to such Loss and of any reserve in respect thereof reflected on the Closing Balance Sheet.

than any reasonably necessary to remediate or contain friable asbestos at the Closing Date, which shall be included in the indemnification provided in this Section 10.3. Sellers' obligation to indemnify Buyer under this Section 10.3 shall expire on the third anniversary of the Closing Date, and Buyer hereby expressly releases Sellers, but not any Person (other than successors and assigns of, or Indemnified Persons related to, either Seller) from and after such third anniversary from any liability in respect of the matters covered by such indemnification, whether arising by statute or common law, or otherwise. Buyer shall indemnify and hold Sellers harmless from and against all Losses resulting from claims or demands by any Governmental Authority or private party that is unrelated to Sellers arising under any Environmental Law, or under any common tort claim theory applicable to Hazardous Materials to the extent such Losses are attributable to Buyer's operation of any Business Property (but not as to Hazardous Materials present at such property on or prior to the Closing Date) or conduct of the Business (whether by commission or omission) after the Closing Date. Nothing in this Section 10.3 shall be interpreted to limit Buyer's obligations in respect of the Asbestos Claims as set forth in Section 8.9. 10.4 LOSSES NET OF INSURANCE, ETC. (a) The amount of any Loss for which indemnification is provided under this Article X shall be net of any amounts recovered or recoverable by the Indemnified Person under insurance policies with respect to such Loss and of any reserve in respect thereof reflected on the Closing Balance Sheet. (b) If the Indemnifying Person makes any payment under this Article X in respect of any Loss, the Indemnifying Person shall be subrogated, to the extent of such payment, to the rights of the Indemnified Person against any insurer or third party with respect to such Losses. (c) Each party agrees that it will not seek punitive damages as to any matter under, relating to or arising out of the Transactions. (d) The parties hereto agree that the indemnification provisions of this Article X are intended to provide the exclusive remedy as to all Losses either may incur arising from or relating to the Transactions, and each party hereby waives, to the extent they may do so, any other rights or remedies that may arise under any applicable statute, rule or regulation; PROVIDED, HOWEVER, that the foregoing shall not be interpreted to limit the types of remedies, including specific performance or other equitable remedies, which may be sought by an Indemnified Person in connection with a breach of any 50

covenant or agreement contained in this Agreement, or in respect of any third party, regardless of the monetary Loss such Indemnified Person has sustained, provided that the Losses of such person in connection with the pursuit of such remedy shall be subject to all of the provisions of this Article X. 10.5 TERMINATION OF INDEMNIFICATION. The obligations to indemnify and hold harmless a party hereto, (A) pursuant to Sections 10.1(a) and 10.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.8 and (B) pursuant to Section 10.3, shall terminate as set forth therein; PROVIDED, HOWEVER, that as to clauses (A) and (B) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Person. 10.6 PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim promptly, and in all events within ten (10) Business Days after receipt by such Indemnified Person of actual notice of such Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. Thereafter, the

covenant or agreement contained in this Agreement, or in respect of any third party, regardless of the monetary Loss such Indemnified Person has sustained, provided that the Losses of such person in connection with the pursuit of such remedy shall be subject to all of the provisions of this Article X. 10.5 TERMINATION OF INDEMNIFICATION. The obligations to indemnify and hold harmless a party hereto, (A) pursuant to Sections 10.1(a) and 10.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.8 and (B) pursuant to Section 10.3, shall terminate as set forth therein; PROVIDED, HOWEVER, that as to clauses (A) and (B) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Person. 10.6 PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim promptly, and in all events within ten (10) Business Days after receipt by such Indemnified Person of actual notice of such Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim; PROVIDED, HOWEVER, that failure to provide such notices and documents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person by sending a written notice to the Indemnified Person within 30 days of delivery of the Claims Notice notifying him or it that the Indemnifying Person acknowledges its indemnification liability with respect to Losses, if any, of the Indemnified Person arising from the Third-Party Claim and is assuming the defense 51

of such Third-Party Claim; PROVIDED, HOWEVER, that in the event that the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Person) that there is actually or is reasonably likely to be a conflict among or between the Indemnified Person and Indemnifying Persons, the Indemnified Person may obtain separate counsel reasonably satisfactory to the Indemnifying Person (but in no event more than one such counsel at the expense of the Indemnifying Party in any matter) and the Indemnified Person shall cause such counsel to cooperate with the Indemnifying Party in the defense of the overall action. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except to the extent set forth in the preceding sentence. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof. If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such ThirdParty Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 hereof to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, (i) the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the

of such Third-Party Claim; PROVIDED, HOWEVER, that in the event that the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Person) that there is actually or is reasonably likely to be a conflict among or between the Indemnified Person and Indemnifying Persons, the Indemnified Person may obtain separate counsel reasonably satisfactory to the Indemnifying Person (but in no event more than one such counsel at the expense of the Indemnifying Party in any matter) and the Indemnified Person shall cause such counsel to cooperate with the Indemnifying Party in the defense of the overall action. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except to the extent set forth in the preceding sentence. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof. If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such ThirdParty Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 hereof to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, (i) the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed) and (ii) the Indemnifying Person shall not enter into any such settlement, compromise or discharge that does not include, as one of its terms, the unconditional release of the Indemnified Person. Anything to the contrary contained in the first sentence of this Section 10.6 notwithstanding, the Indemnifying Person's acknowledgment of indemnification liability with respect to any Third Party Claim shall not preclude the Indemnifying Person from later contesting its indemnification liability vis-a-vis the Indemnified Person with respect to such Third Party Claim on the basis of developments following delivery of the Claims 52

Notice; PROVIDED, FURTHER, that the failure of the Indemnifying Person to send the Claims Notice within the 30 days set forth in the first sentence of this Section 10.6 shall not affect the indemnification provided hereunder except to the extent the Indemnified Person shall have been actually prejudiced as a result of such failure. All Tax Claims (as defined in Section 10.7) shall be governed by Section 10.7. 10.7 PROCEDURES RELATING TO INDEMNIFICATION OF TAX CLAIMS. (a) If a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnitor shall not be liable to the Tax Indemnitee to the extent that the Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) With respect to any Tax Claim, the Tax Indemnitor shall control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that the Tax Indemnitor shall not admit liability or settle, compromise or discharge a Tax Claim without giving 30 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed; provided, however, that the failure of the Tax Indemnitor to

Notice; PROVIDED, FURTHER, that the failure of the Indemnifying Person to send the Claims Notice within the 30 days set forth in the first sentence of this Section 10.6 shall not affect the indemnification provided hereunder except to the extent the Indemnified Person shall have been actually prejudiced as a result of such failure. All Tax Claims (as defined in Section 10.7) shall be governed by Section 10.7. 10.7 PROCEDURES RELATING TO INDEMNIFICATION OF TAX CLAIMS. (a) If a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnitor shall not be liable to the Tax Indemnitee to the extent that the Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) With respect to any Tax Claim, the Tax Indemnitor shall control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that the Tax Indemnitor shall not admit liability or settle, compromise or discharge a Tax Claim without giving 30 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed; provided, however, that the failure of the Tax Indemnitor to give such notice to the Tax Indemnitee shall not affect the indemnification provided hereunder except to the extent the Tax Indemnitee shall have been actually prejudiced as a result of such failure. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to Tax Indemnitor of Records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis in the manner in Section 8.6 to provide additional information or explanation of 53

any material provided hereunder or to testify at proceedings relating to such Tax Claim. 10.8 SURVIVAL OF REPRESENTATIONS. The representations and warranties in this Agreement and in any other Transaction Document delivered in connection herewith shall survive the Closing solely for purposes of Sections 10.1(a) and 10.2(a) and, except as set forth in the next sentence, shall terminate at the close of business eighteen months after the Closing Date. The representations and warranties in Section 4.1(a), 4.4, the second sentence of Section 4.6(a) and 5.1(a) shall not terminate and shall remain in full force and effect without time limit, and the representations and warranties in Section 4.3 shall terminate upon expiration of the applicable statute of limitations (including any extensions thereof agreed to by Sellers). The representations and warranties relating to environmental matters in Section 4.10 shall not survive the Closing. 10.9 PARTIES FREE TO REFER TO OBLIGATIONS OF THE OTHER. Notwithstanding anything to the contrary herein, neither Sellers nor Buyer shall be prohibited or restricted from asserting any defense vis-a-vis a third party to any liability or obligation with respect to any Excluded Liabilities or Assumed Liability, as the case may be, including, without limitation, asserting that any such Excluded Liability or Assumed Liabilities, as the case may be, is the liability or obligation of the other party or parties. 10.10 INTEREST. Any amounts determined to be owing to any Indemnified Person for indemnification under this Article X shall bear interest at the reference rate announced from time to time by the San Francisco branch of Bank America from the date that the subject Loss was suffered or incurred until the date paid to such Indemnified Person. ARTICLE XI

any material provided hereunder or to testify at proceedings relating to such Tax Claim. 10.8 SURVIVAL OF REPRESENTATIONS. The representations and warranties in this Agreement and in any other Transaction Document delivered in connection herewith shall survive the Closing solely for purposes of Sections 10.1(a) and 10.2(a) and, except as set forth in the next sentence, shall terminate at the close of business eighteen months after the Closing Date. The representations and warranties in Section 4.1(a), 4.4, the second sentence of Section 4.6(a) and 5.1(a) shall not terminate and shall remain in full force and effect without time limit, and the representations and warranties in Section 4.3 shall terminate upon expiration of the applicable statute of limitations (including any extensions thereof agreed to by Sellers). The representations and warranties relating to environmental matters in Section 4.10 shall not survive the Closing. 10.9 PARTIES FREE TO REFER TO OBLIGATIONS OF THE OTHER. Notwithstanding anything to the contrary herein, neither Sellers nor Buyer shall be prohibited or restricted from asserting any defense vis-a-vis a third party to any liability or obligation with respect to any Excluded Liabilities or Assumed Liability, as the case may be, including, without limitation, asserting that any such Excluded Liability or Assumed Liabilities, as the case may be, is the liability or obligation of the other party or parties. 10.10 INTEREST. Any amounts determined to be owing to any Indemnified Person for indemnification under this Article X shall bear interest at the reference rate announced from time to time by the San Francisco branch of Bank America from the date that the subject Loss was suffered or incurred until the date paid to such Indemnified Person. ARTICLE XI GENERAL PROVISIONS 11.1 BENEFITS OF AGREEMENT; ASSIGNMENT. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Anything contained herein to the contrary notwithstanding, this Agreement shall not be assignable by any party hereto without the consent of the other parties hereto; PROVIDED, HOWEVER, that (a) MagneTek may assign this Agreement to any Person who acquires substantially all of the assets of MagneTek and (b) Buyer may transfer or assign, in whole or from time to time in part, to one or more of its Affiliates, any of its rights in, to and under this Agreement, including, without limitation, the right to purchase all or any 54

part of the Purchased Assets, but in no event shall any such transfer or assignment relieve Buyer of its obligations under this Agreement, and (c) Buyer may assign its rights hereunder to or for the benefit of any Person holding a financial obligation of Buyer issued in connection with the Financing of the transactions contemplated thereby or in connection with any renewal, extension, modification, amendment, refinancing, refunding or replacement of any such financial obligation. 11.2 NO THIRD-PARTY BENEFICIARIES. Except as provided in Article X as to Indemnified Persons, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns, any legal or equitable rights hereunder. 11.3 TERMINATION. (a) Anything contained herein to the contrary notwithstanding, this Agreement may be terminated (except as set forth in Section 11.3(c)) and the Transactions abandoned at any time prior to the Closing Date: (i) by mutual written consent of each Seller and Buyer; (ii) by either Seller if any of the conditions set forth in Section 3.2 shall have become incapable of fulfillment, and shall not have been waived by such Seller;

part of the Purchased Assets, but in no event shall any such transfer or assignment relieve Buyer of its obligations under this Agreement, and (c) Buyer may assign its rights hereunder to or for the benefit of any Person holding a financial obligation of Buyer issued in connection with the Financing of the transactions contemplated thereby or in connection with any renewal, extension, modification, amendment, refinancing, refunding or replacement of any such financial obligation. 11.2 NO THIRD-PARTY BENEFICIARIES. Except as provided in Article X as to Indemnified Persons, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns, any legal or equitable rights hereunder. 11.3 TERMINATION. (a) Anything contained herein to the contrary notwithstanding, this Agreement may be terminated (except as set forth in Section 11.3(c)) and the Transactions abandoned at any time prior to the Closing Date: (i) by mutual written consent of each Seller and Buyer; (ii) by either Seller if any of the conditions set forth in Section 3.2 shall have become incapable of fulfillment, and shall not have been waived by such Seller; (iii) by Buyer if any of the conditions set forth in Section 3.1 shall have become incapable of fulfillment, and shall not have been waived by Buyer; or (iv) by either party hereto, if the Closing does not occur on or prior to June 30, 1994; PROVIDED, HOWEVER, that such date shall be extended to July 1, 1994 solely in the event the waiting period under the HSR Act shall not have been terminated prior to June 30, 1994. (b) In the event of termination by Sellers or Buyer pursuant to this Section 11.3, written notice thereof shall forthwith be given to the other party and the Transactions shall be terminated, without further action by either party. If the Transactions are terminated as provided herein: (i) Buyer shall return all documents and copies and other material received from each 55

Seller relating to the Transactions, whether so obtained before or after the execution hereof, to such Seller; (ii) all confidential information received by Buyer with respect to the Business and Sellers shall be treated in accordance with the Confidentiality Agreement which shall remain in full force and effect notwithstanding the termination of this Agreement. (c) If this Agreement is terminated pursuant to its terms and the transactions contemplated hereby are abandoned as described in this Section 11.3, this Agreement shall become void and of no further force and effect, except for the provisions of (i) Section 7.1 relating to the obligation of Buyer to keep confidential certain information and data obtained by it, (ii) Section 11.4 relating to certain expenses, (iii) Section 8.3 relating to publicity, (iv) Section 12.5 relating to attorneys' fees and expenses, (v) Section 11.11 relating to finder's fees and broker's fees and (vi) this Section 11.3. Nothing in this Section 11.3 shall be deemed to release either party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of either party to compel specific performance by the other party of its obligations under this Agreement. 11.4 EXPENSES. Whether or not the transactions contemplated hereby are consummated, and except as otherwise provided in this Section 11.4, Section 2.7 or elsewhere in this Agreement, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses. Notwithstanding the foregoing, Sellers, on the one hand, and Buyer, on the other hand, shall share equally all transfer, sales, use or other transaction Taxes, charges or impositions, title charges, survey costs, lien search and similar fees relating to the sale of the Assets (but not such as relate to (i) the

Seller relating to the Transactions, whether so obtained before or after the execution hereof, to such Seller; (ii) all confidential information received by Buyer with respect to the Business and Sellers shall be treated in accordance with the Confidentiality Agreement which shall remain in full force and effect notwithstanding the termination of this Agreement. (c) If this Agreement is terminated pursuant to its terms and the transactions contemplated hereby are abandoned as described in this Section 11.3, this Agreement shall become void and of no further force and effect, except for the provisions of (i) Section 7.1 relating to the obligation of Buyer to keep confidential certain information and data obtained by it, (ii) Section 11.4 relating to certain expenses, (iii) Section 8.3 relating to publicity, (iv) Section 12.5 relating to attorneys' fees and expenses, (v) Section 11.11 relating to finder's fees and broker's fees and (vi) this Section 11.3. Nothing in this Section 11.3 shall be deemed to release either party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of either party to compel specific performance by the other party of its obligations under this Agreement. 11.4 EXPENSES. Whether or not the transactions contemplated hereby are consummated, and except as otherwise provided in this Section 11.4, Section 2.7 or elsewhere in this Agreement, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses. Notwithstanding the foregoing, Sellers, on the one hand, and Buyer, on the other hand, shall share equally all transfer, sales, use or other transaction Taxes, charges or impositions, title charges, survey costs, lien search and similar fees relating to the sale of the Assets (but not such as relate to (i) the financing thereof by Buyer, such as loan commitment fees and expenses of its financing sources, all of which shall be borne entirely by Buyer) or (ii) any Tax imposed on the net income of either Seller as a result of the Transactions; PROVIDED, HOWEVER, that each party shall pay its own HSR Act filing fees. 11.5 ATTORNEYS' FEES. Should any litigation be commenced concerning this Agreement or the rights and duties of any party with respect to it, the party prevailing shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for such party's attorney fees and expenses determined by the court in such litigation or in a separate action brought for that purpose. 56

11.6 AMENDMENT, MODIFICATION AND WAIVER. No amendment to this Agreement shall be effective unless it shall be in writing and signed by both parties hereto. The waiver by one party of the performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered as a waiver by such party of any other covenant, condition or promise. The delay in pursuing any remedy or in insisting upon full performance for any breach or failure of any covenant, condition or promise shall not prevent a party from later pursuing any remedies or insisting upon full performance for the same or any similar breach or failure, subject to the provisions of Article X in respect of any remedy available thereunder and to all defenses a party may have in respect of such delay. 11.7 NOTICES. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows: (i) if to Buyer, to: Controls Acquisition Corporation c/o First Atlantic Capital, Ltd. 135 East 57th Street New York, New York 10022
Attention: Mr. James A. Long Telephone: (212) 750-0300 Telecopier: (212) 750-0954

11.6 AMENDMENT, MODIFICATION AND WAIVER. No amendment to this Agreement shall be effective unless it shall be in writing and signed by both parties hereto. The waiver by one party of the performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered as a waiver by such party of any other covenant, condition or promise. The delay in pursuing any remedy or in insisting upon full performance for any breach or failure of any covenant, condition or promise shall not prevent a party from later pursuing any remedies or insisting upon full performance for the same or any similar breach or failure, subject to the provisions of Article X in respect of any remedy available thereunder and to all defenses a party may have in respect of such delay. 11.7 NOTICES. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows: (i) if to Buyer, to: Controls Acquisition Corporation c/o First Atlantic Capital, Ltd. 135 East 57th Street New York, New York 10022
Attention: Mr. James A. Long Telephone: (212) 750-0300 Telecopier: (212) 750-0954

with a copy to: O'Sullivan Graev & Karabell 30 Rockefeller Plaza New York, New York 10112 Attention:Frederick M. Bachman, Esq. Telephone: (212) 408-2400 Telecopier: (212) 408-2467 57

(ii) if to Seller, to: MagneTek, Inc. 11150 Santa Monica Boulevard 15th Floor Los Angeles, California 90025
Samuel A. Miley, Esq. General Counsel Telephone: (310) 473-6681 Telecopier: (310) 477-9105 Attention:

with a copy to: Gibson, Dunn & Crutcher 2029 Century Park East Suite 4200 Los Angeles, California 90067 Attention:Jennifer Bellah, Esq. Telephone: (310) 557-8178 Telecopier: (310) 277-5827 11.8 INTERPRETATION; EXHIBITS AND SCHEDULES. The headings contained in this Agreement, in any

(ii) if to Seller, to: MagneTek, Inc. 11150 Santa Monica Boulevard 15th Floor Los Angeles, California 90025
Attention: Samuel A. Miley, Esq. General Counsel Telephone: (310) 473-6681 Telecopier: (310) 477-9105

with a copy to: Gibson, Dunn & Crutcher 2029 Century Park East Suite 4200 Los Angeles, California 90067 Attention:Jennifer Bellah, Esq. Telephone: (310) 557-8178 Telecopier: (310) 277-5827 11.8 INTERPRETATION; EXHIBITS AND SCHEDULES. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any matter disclosed in one Schedule hereto shall be deemed incorporated by reference into each other Schedule hereto and disclosed in each such Schedule to the extent such disclosure may be fairly interpreted as pertaining to matters addressed in other Schedules without reference to any undisclosed facts, and the failure to cross-reference Schedules is inadvertent. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined in this Agreement. 11.9 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. 11.10 ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written agreements and understandings (including, without limitation, the letter of intent dated February 14, 1994, as amended to the date hereof) relating to such subject matter. 58

11.11 FEES. Each party hereto hereby represents and warrants that (a) the only brokers or finders that have acted for such party in connection with this Agreement or the transactions contemplated hereby or that may be entitled to any brokerage fee, finder's fee or commission in respect thereof are set forth on Schedule 11.11 hereto and (b) each party agrees that it will pay all fees or commissions which may be payable to such firm(s) retained by it or to which it is obligated. 11.12 SEVERABILITY. If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 11.13 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. 59

11.11 FEES. Each party hereto hereby represents and warrants that (a) the only brokers or finders that have acted for such party in connection with this Agreement or the transactions contemplated hereby or that may be entitled to any brokerage fee, finder's fee or commission in respect thereof are set forth on Schedule 11.11 hereto and (b) each party agrees that it will pay all fees or commissions which may be payable to such firm(s) retained by it or to which it is obligated. 11.12 SEVERABILITY. If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 11.13 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. 59

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. SELLERS: MAGNETEK, INC.
By: /S/JOHN P. COLLING, JR. -----------------------Name: John P. Colling, Jr. Title: Vice President and Treasurer

MAGNETEK CONTROLS, INC.
By: /S/JOHN P. COLLING, JR. -----------------------Name: John P. Colling, Jr. Title: Vice President and Treasurer

BUYER: CONTROLS ACQUISITION CORPORATION
By: /S/BLAIR SIMMONS -----------------------Name: Blair Simmons Title: President and Chief Executive Officer

60

ASSET PURCHASE AGREEMENT among

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. SELLERS: MAGNETEK, INC.
By: /S/JOHN P. COLLING, JR. -----------------------Name: John P. Colling, Jr. Title: Vice President and Treasurer

MAGNETEK CONTROLS, INC.
By: /S/JOHN P. COLLING, JR. -----------------------Name: John P. Colling, Jr. Title: Vice President and Treasurer

BUYER: CONTROLS ACQUISITION CORPORATION
By: /S/BLAIR SIMMONS -----------------------Name: Blair Simmons Title: President and Chief Executive Officer

60

ASSET PURCHASE AGREEMENT among MAGNETEK, INC., MAGNETEK NATIONAL ELECTRIC COIL, INC. and RAIL PRODUCTS INTERNATIONAL, INC. Dated as of October , 1994

SALE OF NEC RAILROAD STRATEGIC BUSINESS UNIT

ASSET PURCHASE AGREEMENT among MAGNETEK, INC., MAGNETEK NATIONAL ELECTRIC COIL, INC. and RAIL PRODUCTS INTERNATIONAL, INC. Dated as of October , 1994

SALE OF NEC RAILROAD STRATEGIC BUSINESS UNIT

TABLE OF CONTENTS PAGE ---1 1 7 8 8 9 11 13 14 19 20 20 20 21 22 22 23 24 24 25 26 26 27 28 28 29 29 30 30 31

ARTICLE I 1.1 1.2 ARTICLE II 2.1 2.2 2.3 2.4 2.5 2.6 2.7 ARTICLE III 3.1 3.2 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 ARTICLE V 5.1 5.2

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . Certain Defined Terms . . . . . . . . . . . . . . . . . . . . Other Definitional Provisions . . . . . . . . . . . . . . . . CLOSING; PURCHASE PRICE ADJUSTMENT. . . . . . . . . . . . . . Sale and Transfer of the Assets . . . Assets Not Transferred. . . . . . . . Assumed and Excluded Liabilities. . . Closing . . . . . . . . . . . . . . . Purchase Price Adjustment; Assignment Receivable. . . . . . . . . . . . . . Tax Allocation. . . . . . . . . . . . Sales and Use Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . .

CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . Buyer's Obligation. . . . . . . . . . . . . . . . . . . . . . Sellers' Obligation . . . . . . . . . . . . . . . . . . . . . REPRESENTATIONS AND WARRANTIES OF MAGNETEK. . . . . . . . . . Authority; No Conflicts; Governmental Consents. Financial Statements. . . . . . . . . . . . . . Taxes . . . . . . . . . . . . . . . . . . . . . Assets Other than Real Property Interests . . . Real Property . . . . . . . . . . . . . . . . . Intellectual Property . . . . . . . . . . . . . Contracts . . . . . . . . . . . . . . . . . . . Litigation; Decrees . . . . . . . . . . . . . . Employee and Related Matters. . . . . . . . . . Environmental Matters . . . . . . . . . . . . . Employee and Labor Relations. . . . . . . . . . Assets of the Railroad SBU. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . Authority; No Conflicts; Governmental Consents. . . . . . . . Actions and Proceedings, etc. . . . . . . . . . . . . . . . .

TABLE OF CONTENTS PAGE ---1 1 7 8 8 9 11 13 14 19 20 20 20 21 22 22 23 24 24 25 26 26 27 28 28 29 29 30 30 31 31 31

ARTICLE I 1.1 1.2 ARTICLE II 2.1 2.2 2.3 2.4 2.5 2.6 2.7 ARTICLE III 3.1 3.2 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 ARTICLE V 5.1 5.2 5.3 5.4

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . Certain Defined Terms . . . . . . . . . . . . . . . . . . . . Other Definitional Provisions . . . . . . . . . . . . . . . . CLOSING; PURCHASE PRICE ADJUSTMENT. . . . . . . . . . . . . . Sale and Transfer of the Assets . . . Assets Not Transferred. . . . . . . . Assumed and Excluded Liabilities. . . Closing . . . . . . . . . . . . . . . Purchase Price Adjustment; Assignment Receivable. . . . . . . . . . . . . . Tax Allocation. . . . . . . . . . . . Sales and Use Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . .

CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . Buyer's Obligation. . . . . . . . . . . . . . . . . . . . . . Sellers' Obligation . . . . . . . . . . . . . . . . . . . . . REPRESENTATIONS AND WARRANTIES OF MAGNETEK. . . . . . . . . . Authority; No Conflicts; Governmental Consents. Financial Statements. . . . . . . . . . . . . . Taxes . . . . . . . . . . . . . . . . . . . . . Assets Other than Real Property Interests . . . Real Property . . . . . . . . . . . . . . . . . Intellectual Property . . . . . . . . . . . . . Contracts . . . . . . . . . . . . . . . . . . . Litigation; Decrees . . . . . . . . . . . . . . Employee and Related Matters. . . . . . . . . . Environmental Matters . . . . . . . . . . . . . Employee and Labor Relations. . . . . . . . . . Assets of the Railroad SBU. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . Authority; No Conflicts; Governmental Actions and Proceedings, etc. . . . . Availability of Funds . . . . . . . . Buyer's Acknowledgment. . . . . . . . Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i

5.5 5.6 ARTICLE VI 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 ARTICLE VII 7.1 7.2 7.3 7.4 7.5

Exon-Florio . . . . . . . . . . . . . . . . . . . . . . . . . No Knowledge of Sellers' Breach . . . . . . . . . . . . . . . COVENANTS OF MAGNETEK . . . . . . . . . . . . . . . . . . . . Access. . . . . . . . . . . . . . . Ordinary Conduct. . . . . . . . . . Insurance . . . . . . . . . . . . . Subdivision of King Avenue Facility Acquisition Proposals . . . . . . . Accounts Receivable . . . . . . . . Non-Competition . . . . . . . . . . Offsite Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32 32 33 33 33 34 34 36 36 37 38 38 38 39 40 40 41 41

COVENANTS OF BUYER. . . . . . . . . . . . . . . . . . . . . . Confidentiality . . . . . . . . . . Accounts Receivable . . . . . . . . Waiver of Bulk Sales Law Compliance Excluded Assets . . . . . . . . . . Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE VIII MUTUAL COVENANTS. . . . . . . . . . . . . . . . . . . . . . .

5.5 5.6 ARTICLE VI 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 ARTICLE VII 7.1 7.2 7.3 7.4 7.5

Exon-Florio . . . . . . . . . . . . . . . . . . . . . . . . . No Knowledge of Sellers' Breach . . . . . . . . . . . . . . . COVENANTS OF MAGNETEK . . . . . . . . . . . . . . . . . . . . Access. . . . . . . . . . . . . . . Ordinary Conduct. . . . . . . . . . Insurance . . . . . . . . . . . . . Subdivision of King Avenue Facility Acquisition Proposals . . . . . . . Accounts Receivable . . . . . . . . Non-Competition . . . . . . . . . . Offsite Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32 32 33 33 33 34 34 36 36 37 38 38 38 39 40 40 41 41 42 43 43 44 44 45 45 46 47 47 48 49 50 50 50 50 51

COVENANTS OF BUYER. . . . . . . . . . . . . . . . . . . . . . Confidentiality . . . . . . . . . . Accounts Receivable . . . . . . . . Waiver of Bulk Sales Law Compliance Excluded Assets . . . . . . . . . . Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE VIII MUTUAL COVENANTS. . . . . . . . . . . . . . . . . . . . . . . 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 ARTICLE IX 9.1 9.2 9.3 9.4 9.4 9.6 9.7 ARTICLE X Permits and Consents. . . . . . . . . . . . . . . . Cooperation . . . . . . . . . . . . . . . . . . . . Publicity . . . . . . . . . . . . . . . . . . . . . Reasonable Efforts and Further Assurances . . . . . Records . . . . . . . . . . . . . . . . . . . . . . Access to Former Business Records; Cooperation in Litigation. . . . . . . . . . . . . . . . . . . . . Use of Trademarks and Trade Names . . . . . . . . . Required Modifications or Replacements of Products. . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . .

EMPLOYEE BENEFIT MATTERS. . . . . . . . . . . . . . . . . . . Employee Retention. . . . . . . Employee Benefit Plans. . . . . Employees Covered by Collective Bargaining Plans. . . . . . . . Bargaining Plans. . . . . . . . Access to Information . . . . . Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . Bargaining Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . .

ii

10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 ARTICLE XI 11.1 11.2 11.3 110. 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12

Indemnification by MagneTek . . . . . . . . . Indemnification by Buyer. . . . . . . . . . . Indemnification for Environmental Matters . . Losses Net of Insurance, etc. . . . . . . . . Termination of Indemnification. . . . . . . . Procedures Relating to Indemnification (Other Claims) . . . . . . . . . . . . . . . . . . . Procedures Relating to Indemnification of Tax Survival of Representations . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . than for Tax . . . . . . . Claims. . . . . . . . . . .

. . . . . . . .

51 53 54 55 56 57 60 60 61 61 62 62 64 64 64 65 66 67 67 67 67

GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . Assignment. . . . . . . . . . . . . . . No Third-Party Beneficiaries. . . . . . Termination . . . . . . . . . . . . . . Expenses. . . . . . . . . . . . . . . . Attorneys' Fees . . . . . . . . . . . . Amendments. . . . . . . . . . . . . . . Notices . . . . . . . . . . . . . . . . Interpretation; Exhibits and Schedules. Counterparts. . . . . . . . . . . . . . Entire Agreement. . . . . . . . . . . . Fees. . . . . . . . . . . . . . . . . . Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 ARTICLE XI 11.1 11.2 11.3 110. 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 11.14

Indemnification by MagneTek . . . . . . . . . Indemnification by Buyer. . . . . . . . . . . Indemnification for Environmental Matters . . Losses Net of Insurance, etc. . . . . . . . . Termination of Indemnification. . . . . . . . Procedures Relating to Indemnification (Other Claims) . . . . . . . . . . . . . . . . . . . Procedures Relating to Indemnification of Tax Survival of Representations . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . than for Tax . . . . . . . Claims. . . . . . . . . . .

. . . . . . . .

51 53 54 55 56 57 60 60 61 61 62 62 64 64 64 65 66 67 67 67 67 68 68

GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . Assignment. . . . . . . . . . . . . . . No Third-Party Beneficiaries. . . . . . Termination . . . . . . . . . . . . . . Expenses. . . . . . . . . . . . . . . . Attorneys' Fees . . . . . . . . . . . . Amendments. . . . . . . . . . . . . . . Notices . . . . . . . . . . . . . . . . Interpretation; Exhibits and Schedules. Counterparts. . . . . . . . . . . . . . Entire Agreement. . . . . . . . . . . . Fees. . . . . . . . . . . . . . . . . . Severability. . . . . . . . . . . . . . NEC Covenants . . . . . . . . . . . . . Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

iii

EXHIBITS - -------EXHIBIT A Bill of Sale, Assignment and Assumption Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 Opinion of Gibson, Dunn & Crutcher. . . . . . . . . . . . . . . B-1 Opinion of General Counsel of MagneTek. . . . . . . . . . . . . C-1 Opinion of Stanley L. Waldbaum. . . . . . . . . . . . . . . . . D-1 Form of Supply Agreement. . . . . . . . . . . . . . . . . . . . E-1 Form of Ground Lease. . . . . . . . . . . . . . . . . . . . . . F-1 Form of Reciprocal Easement Agreement.. . . . . . . . . . . . . G-1 Term Sheet for Subcontract Agreement. . . . . . . . . . . . . . H-1 Form of Key Employee Certificate. . . . . . . . . . . . . . . . I-1 Form of Services Agreement. . . . . . . . . . . . . . . . . . . J-1

EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I EXHIBIT J

SCHEDULES - --------Schedule 1.1(a) Schedule 1.1(b) Schedule 2.1(a) Schedule 2.1(b) Schedule 2.1(i) Schedule 2.2(i) Schedule 2.6 Schedule 4.1(b) December Balance Sheet Railroad SBU Employees Owned Property Leased Property Assets on Retained Property Certain Excluded Assets Purchase Price Allocation Conflicts (Seller)

EXHIBITS - -------EXHIBIT A Bill of Sale, Assignment and Assumption Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 Opinion of Gibson, Dunn & Crutcher. . . . . . . . . . . . . . . B-1 Opinion of General Counsel of MagneTek. . . . . . . . . . . . . C-1 Opinion of Stanley L. Waldbaum. . . . . . . . . . . . . . . . . D-1 Form of Supply Agreement. . . . . . . . . . . . . . . . . . . . E-1 Form of Ground Lease. . . . . . . . . . . . . . . . . . . . . . F-1 Form of Reciprocal Easement Agreement.. . . . . . . . . . . . . G-1 Term Sheet for Subcontract Agreement. . . . . . . . . . . . . . H-1 Form of Key Employee Certificate. . . . . . . . . . . . . . . . I-1 Form of Services Agreement. . . . . . . . . . . . . . . . . . . J-1

EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I EXHIBIT J

SCHEDULES - --------Schedule 1.1(a) Schedule 1.1(b) Schedule 2.1(a) Schedule 2.1(b) Schedule 2.1(i) Schedule 2.2(i) Schedule 2.6 Schedule 4.1(b) Schedule 4.3 Schedule 4.4 Schedule 4.5 Schedule 4.6 Schedule 4.7 December Balance Sheet Railroad SBU Employees Owned Property Leased Property Assets on Retained Property Certain Excluded Assets Purchase Price Allocation Conflicts (Seller) Taxes Liens Railroad SBU Properties Intellectual Property Certain Contracts

iv

Schedule 4.8 Schedule 4.9 Schedule 4.11 Schedule 5.1(b) Schedule 6.2 Schedule 11.11

Litigation Seller Plans Labor Matters Conflicts (Buyer) Exceptions to Ordinary Course Sellers' and Buyer's Brokers and Finders

v

Schedule 4.8 Schedule 4.9 Schedule 4.11 Schedule 5.1(b) Schedule 6.2 Schedule 11.11

Litigation Seller Plans Labor Matters Conflicts (Buyer) Exceptions to Ordinary Course Sellers' and Buyer's Brokers and Finders

v

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of October 31, 1994, among MAGNETEK, INC., a Delaware corporation ("MagneTek"), MagneTek National Electric Coil Inc., a Delaware corporation ("NEC" and together with MagneTek, "Sellers"), and Rail Products International, Inc., an Ohio corporation ("Buyer"). NEC, a wholly-owned subsidiary of MagneTek, is engaged, through its NEC Railroad Strategic Business Unit (the "Railroad SBU"), in the business of developing, manufacturing, remanufacturing, selling and distributing motors and motor components for use in electric locomotives. Sellers desire to sell to Buyer certain assets (other than excluded assets) relating to the Railroad SBU. Buyer desires to purchase such assets and is willing to assume certain associated obligations and liabilities. Accordingly, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act by the SEC, as in effect on the date hereof. "Assets" has the meaning set forth in Section 2.1. "Assigned Contracts" has the meaning set forth in Section 2.1(f). "Assumed Liabilities" has the meaning set forth in Section 2.3. "Assumed Litigation" has the meaning set forth in Section 2.3. "Bill of Sale, Assignment and Assumption Agreement" means a Bill of Sale, Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A. 1

"Business Day" means a day other than a Saturday or a Sunday or other day on which commercial banks in New York are authorized or required by law to close. "Buyer Indemnified Person" has the meaning set forth in Section 10.1. "Closing Balance Sheet" has the meaning set forth in Section 2.5.

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of October 31, 1994, among MAGNETEK, INC., a Delaware corporation ("MagneTek"), MagneTek National Electric Coil Inc., a Delaware corporation ("NEC" and together with MagneTek, "Sellers"), and Rail Products International, Inc., an Ohio corporation ("Buyer"). NEC, a wholly-owned subsidiary of MagneTek, is engaged, through its NEC Railroad Strategic Business Unit (the "Railroad SBU"), in the business of developing, manufacturing, remanufacturing, selling and distributing motors and motor components for use in electric locomotives. Sellers desire to sell to Buyer certain assets (other than excluded assets) relating to the Railroad SBU. Buyer desires to purchase such assets and is willing to assume certain associated obligations and liabilities. Accordingly, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act by the SEC, as in effect on the date hereof. "Assets" has the meaning set forth in Section 2.1. "Assigned Contracts" has the meaning set forth in Section 2.1(f). "Assumed Liabilities" has the meaning set forth in Section 2.3. "Assumed Litigation" has the meaning set forth in Section 2.3. "Bill of Sale, Assignment and Assumption Agreement" means a Bill of Sale, Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A. 1

"Business Day" means a day other than a Saturday or a Sunday or other day on which commercial banks in New York are authorized or required by law to close. "Buyer Indemnified Person" has the meaning set forth in Section 10.1. "Closing Balance Sheet" has the meaning set forth in Section 2.5. "Closing Date" means the day on which the Closing occurs pursuant to Section 2.4. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collective Bargaining Agreement" means the Agreement between MagneTek National Electric Coil, Columbus, Ohio, and International Union of Electrical, Radio & Machine Workers, AFL-CIO-CLC and its Local No. 545, dated March 4, 1993 and all schedules, appendices and letters of understanding related thereto. "Contract" means any contract, agreement, license, lease, sales or purchase order or other legally binding commitment, whether written or oral, to which MagneTek or NEC is a party and relating exclusively to the Railroad SBU.

"Business Day" means a day other than a Saturday or a Sunday or other day on which commercial banks in New York are authorized or required by law to close. "Buyer Indemnified Person" has the meaning set forth in Section 10.1. "Closing Balance Sheet" has the meaning set forth in Section 2.5. "Closing Date" means the day on which the Closing occurs pursuant to Section 2.4. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collective Bargaining Agreement" means the Agreement between MagneTek National Electric Coil, Columbus, Ohio, and International Union of Electrical, Radio & Machine Workers, AFL-CIO-CLC and its Local No. 545, dated March 4, 1993 and all schedules, appendices and letters of understanding related thereto. "Contract" means any contract, agreement, license, lease, sales or purchase order or other legally binding commitment, whether written or oral, to which MagneTek or NEC is a party and relating exclusively to the Railroad SBU. "Contractual Obligation" means, as to any Person, any provision of any note, bond or security issued by such Person or of any mortgage, indenture, deed of trust, lease, license, franchise, contract, agreement, instrument or undertaking to which such Person is a party or by which it or any of its property or assets is subject. "December Balance Sheet" means the unaudited balance sheet of the Railroad SBU as of December 31, 1993, attached hereto as Schedule 1.1(a). "Dublin Road Dispute" means the claim asserted by the Dublin Road Partnership that it is entitled to recover against MagneTek in respect of certain contamination allegedly caused by MagneTek (whether or not such contamination actually occurred or was so caused), as set forth in greater detail in the correspondence dated July 7, 1993, February 3, 1994 and July 27, 1994 and in the Complaint filed on July 29, 1994. "Dublin Road Facility" means the facility leased by MagneTek from the Dublin Road Partnership and located at 1160 Dublin Road, Columbus, Ohio 43216. 2

"Dublin Road Partnership" means 1160 Dublin Road Associates, an Ohio limited partnership. "Employee Benefit Arrangements" means each and all pension, supplemental pension, accidental death and dismemberment, life and health insurance and benefits (including medical, dental, vision and hospitalization), disability, holiday, vacation, sick pay, sick leave, tuition refund, service award and other employee benefit arrangements, plans, contracts or policies providing employee or executive compensation or benefits to Railroad SBU Employees, other than the Employee Benefit Plans. "Employee Benefit Plans" means each and all "employee benefit plans," as defined in Section 3(3) of ERISA, maintained or contributed to by either Seller or in which either Seller participates or participated and which, in each case, provides benefits to Railroad SBU Employees, including (i) any such plans that are "employee welfare benefit plans" as defined in Section 3(1) of ERISA and (ii) any such plans that are "employee pension benefit plans" as defined in Section 3(2) of ERISA. "Environmental Law" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and any other applicable statutes, regulations, rules, ordinances or codes which relate to the protection of the environment from the effects of Hazardous Substances.

"Dublin Road Partnership" means 1160 Dublin Road Associates, an Ohio limited partnership. "Employee Benefit Arrangements" means each and all pension, supplemental pension, accidental death and dismemberment, life and health insurance and benefits (including medical, dental, vision and hospitalization), disability, holiday, vacation, sick pay, sick leave, tuition refund, service award and other employee benefit arrangements, plans, contracts or policies providing employee or executive compensation or benefits to Railroad SBU Employees, other than the Employee Benefit Plans. "Employee Benefit Plans" means each and all "employee benefit plans," as defined in Section 3(3) of ERISA, maintained or contributed to by either Seller or in which either Seller participates or participated and which, in each case, provides benefits to Railroad SBU Employees, including (i) any such plans that are "employee welfare benefit plans" as defined in Section 3(1) of ERISA and (ii) any such plans that are "employee pension benefit plans" as defined in Section 3(2) of ERISA. "Environmental Law" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and any other applicable statutes, regulations, rules, ordinances or codes which relate to the protection of the environment from the effects of Hazardous Substances. "Equipment" has the meaning set forth in Section 2.1(c). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated from time to time thereunder. "Excluded Assets" has the meaning set forth in Section 2.2. "Excluded Liabilities" has the meaning set forth in Section 2.3. "GAAP" means generally accepted accounting principles in the United States of America. 3

"Governmental Authority" means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Ground Lease" means the Ground Lease to be entered into by NEC and Buyer in substantially the form of Exhibit F hereto. "Hazardous Substance" means any substance which is defined as a hazardous waste or hazardous substance under any Environmental Law. "Indemnified Person" means, with respect to any Loss, the Person seeking indemnification hereunder. "Indemnifying Person" means, with respect to any Loss, the Person from whom indemnification is being sought hereunder. "Intellectual Property" has the meaning set forth in Section 2.1(e). "Inventory" has the meaning set forth in Section 2.1(d). "Knowledge of Seller" with reference to any of the representations and warranties of MagneTek means the actual knowledge of any "officer" of MagneTek as such term is defined in 17 C.F.R. Section 240.16a-1(f), to the extent such officer had, on the date hereof, responsibility for matters that are the subject of such representation and

"Governmental Authority" means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Ground Lease" means the Ground Lease to be entered into by NEC and Buyer in substantially the form of Exhibit F hereto. "Hazardous Substance" means any substance which is defined as a hazardous waste or hazardous substance under any Environmental Law. "Indemnified Person" means, with respect to any Loss, the Person seeking indemnification hereunder. "Indemnifying Person" means, with respect to any Loss, the Person from whom indemnification is being sought hereunder. "Intellectual Property" has the meaning set forth in Section 2.1(e). "Inventory" has the meaning set forth in Section 2.1(d). "Knowledge of Seller" with reference to any of the representations and warranties of MagneTek means the actual knowledge of any "officer" of MagneTek as such term is defined in 17 C.F.R. Section 240.16a-1(f), to the extent such officer had, on the date hereof, responsibility for matters that are the subject of such representation and warranty; PROVIDED, HOWEVER, that unless such an officer had (a) actual knowledge to the contrary or (b) direct responsibility at the Railroad SBU level for the subject matter thereof, such knowledge is based solely upon information and materials supplied to MagneTek by Railroad SBU personnel. "Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing). "Loss" means any loss, liability, claim, damage or expense (including reasonable attorneys' fees and disbursements and the costs of investigation). Loss recoverable hereunder is subject to the limitations set forth in Section 10.4. 4

"Material Adverse Effect" means a material adverse effect on (a) the business, operations, property or condition (financial or other) of the Railroad SBU, taken as a whole or (b) the ability of Sellers to consummate the transactions contemplated by this Agreement. "Owned Property" has the meaning set forth in Section 2.1(a). "Permits" has the meaning set forth in Section 2.1(g). "Permitted Liens" has the meaning set forth in Section 4.4. "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. "Purchase Price" has the meaning set forth in Section 2.4. "Railroad SBU Employee" means any employee of MagneTek or NEC working primarily for the Railroad SBU on the Closing Date or the Termination Date, including any such employee on vacation or illness leave on either such date. Schedule 1.1(b) sets forth a list of Railroad SBU Employees as of the date set forth thereon. "Railroad SBU Property or Properties" has the meaning set forth in

"Material Adverse Effect" means a material adverse effect on (a) the business, operations, property or condition (financial or other) of the Railroad SBU, taken as a whole or (b) the ability of Sellers to consummate the transactions contemplated by this Agreement. "Owned Property" has the meaning set forth in Section 2.1(a). "Permits" has the meaning set forth in Section 2.1(g). "Permitted Liens" has the meaning set forth in Section 4.4. "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. "Purchase Price" has the meaning set forth in Section 2.4. "Railroad SBU Employee" means any employee of MagneTek or NEC working primarily for the Railroad SBU on the Closing Date or the Termination Date, including any such employee on vacation or illness leave on either such date. Schedule 1.1(b) sets forth a list of Railroad SBU Employees as of the date set forth thereon. "Railroad SBU Property or Properties" has the meaning set forth in Section 4.5. "Reciprocal Easement Agreement" means the Reciprocal Easement Agreement to be entered into by NEC and Buyer in substantially the form of Exhibit G hereto. "Records" has the meaning set forth in Section 2.1(h). "Required Modification" means, with respect to any product, a modification, improvement or enhancement which is (a) required by any Requirement of Law or (b) otherwise necessary or advisable in MagneTek's sole discretion to permit MagneTek to meet any duty or obligation owing by NEC to remedy defects or hazards in such products or to provide any warning with respect to any such defects or hazards. Required Modifications may include, but shall not be limited to, modifications, improvements or enhancements necessary to meet industry standards, or to implement design improvements, or modifications of or supplements to the product's design, quality, components, safety features, labeling, warnings or 5

instructions. Required Modification shall in no event mean or include any modification, improvement or enhancement required by any written warranty covering the relevant product. "Requirement of Law" means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "SEC" means the Securities and Exchange Commission. "Seller Plans" means each and all Employee Benefit Plans and Employee Benefit Arrangements sponsored or maintained by NEC or MagneTek under which any Railroad SBU Employee participates or is entitled to receive benefits. "Services Agreement" means the Agreement between MagneTek and Buyer in respect of certain services to be rendered by MagneTek personnel at the Dublin Road Facility in substantially the form of Exhibit J hereto. "Subcontract Arrangement" means the arrangement relating to NEC's St. Jean, Quebec operations to be entered into by NEC and Buyer as generally described on Exhibit H hereto.

instructions. Required Modification shall in no event mean or include any modification, improvement or enhancement required by any written warranty covering the relevant product. "Requirement of Law" means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "SEC" means the Securities and Exchange Commission. "Seller Plans" means each and all Employee Benefit Plans and Employee Benefit Arrangements sponsored or maintained by NEC or MagneTek under which any Railroad SBU Employee participates or is entitled to receive benefits. "Services Agreement" means the Agreement between MagneTek and Buyer in respect of certain services to be rendered by MagneTek personnel at the Dublin Road Facility in substantially the form of Exhibit J hereto. "Subcontract Arrangement" means the arrangement relating to NEC's St. Jean, Quebec operations to be entered into by NEC and Buyer as generally described on Exhibit H hereto. "Supply Agreement" means the bilateral supply agreement to be entered into by NEC and Buyer in substantially the form of Exhibit E hereto. "Tax" or "Taxes" means, with respect to any Person, any federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, value-added, capital, unitary, intangible, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, transfer, occupation, premium, property or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any jurisdiction or other taxing authority, on such Person. "Tax Returns" has the meaning set forth in Section 4.3. "Termination Date" has the meaning set forth in Section 9.1. 6

"Transaction Documents" means (i) this Agreement, (ii) the Bill of Sale, Assignment and Assumption Agreement; (iii) the Supply Agreement; (iv) the Ground Lease; (v) the Reciprocal Easement Agreement and (vi) the Services Agreement. "Transactions" means the transactions contemplated by the Transaction Documents. 1.2 OTHER DEFINITIONAL PROVISIONS.

"Transaction Documents" means (i) this Agreement, (ii) the Bill of Sale, Assignment and Assumption Agreement; (iii) the Supply Agreement; (iv) the Ground Lease; (v) the Reciprocal Easement Agreement and (vi) the Services Agreement. "Transactions" means the transactions contemplated by the Transaction Documents. 1.2 OTHER DEFINITIONAL PROVISIONS. (a) Terms defined in this Agreement in Sections other than Section 1.1 shall have the meanings as so defined when used in this Agreement. (b) As used herein, accounting terms not defined or to the extent not defined, shall have the respective meanings given to them under GAAP. (c) Unless express reference is made to Business Days, references to days shall be to calendar days. 7

ARTICLE II CLOSING; PURCHASE PRICE ADJUSTMENT 2.1 SALE AND TRANSFER OF THE ASSETS. Subject to the terms and conditions of this Agreement, on the Closing Date NEC and, to the extent applicable, MagneTek, will sell, convey, transfer, assign and deliver to Buyer all of their respective right, title and interest in and to the following assets (except the Excluded Assets), to the extent that they are used exclusively in the operations of the Railroad SBU, as the same shall exist on the Closing Date (the "Assets"): (a) a leasehold interest under the Ground Lease in a portion of the real property (including all buildings, improvements and structures located on such portion and all rights, privileges, easements and appurtenances thereto) located at 800 King Avenue, Columbus, Ohio 43212 (the "King Avenue Facility") described on Schedule 2.1(a) hereto (the "Owned Property"), subject to the provisions of Section 6.4 hereof; (b) all tangible personal property, including, without limitation, the fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, tooling and forms, machinery, equipment, computer equipment (including software), located upon or affixed to or normally located in, at or upon, even if temporarily removed from, any of the Railroad SBU Properties or the Dublin Road Facility (collectively, including the fixtures, the "Equipment"); (c) all inventory, including without limitation, raw materials, work-in-process, finished goods, packaging materials, spare parts and supplies (the "Inventory"); (d) any trademarks, trade names, patents, service marks, copyrights (whether registered or unregistered) and pending applications for the foregoing listed on Schedule 4.6 (the "Intellectual Property"); (e) all Contracts (including but not limited to all Contracts listed on Schedule 4.7 and all Contracts entered into by the Railroad SBU through the Closing Date), except for any Contract that requires the consent to assignment of a party thereto which consent has not been obtained prior to the Closing Date pursuant to Section 8.1 (the "Assigned Contracts"); (f) all transferable business licenses and permits used exclusively in or relating exclusively to the Railroad SBU or the Assets (the "Permits"); 8

(g) all books and records (other than historical accounting, financial and Tax records), drawings, data, plans and specifications, surveys and title policies relating to the Owned Property, sales literature, market analysis, product

ARTICLE II CLOSING; PURCHASE PRICE ADJUSTMENT 2.1 SALE AND TRANSFER OF THE ASSETS. Subject to the terms and conditions of this Agreement, on the Closing Date NEC and, to the extent applicable, MagneTek, will sell, convey, transfer, assign and deliver to Buyer all of their respective right, title and interest in and to the following assets (except the Excluded Assets), to the extent that they are used exclusively in the operations of the Railroad SBU, as the same shall exist on the Closing Date (the "Assets"): (a) a leasehold interest under the Ground Lease in a portion of the real property (including all buildings, improvements and structures located on such portion and all rights, privileges, easements and appurtenances thereto) located at 800 King Avenue, Columbus, Ohio 43212 (the "King Avenue Facility") described on Schedule 2.1(a) hereto (the "Owned Property"), subject to the provisions of Section 6.4 hereof; (b) all tangible personal property, including, without limitation, the fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, tooling and forms, machinery, equipment, computer equipment (including software), located upon or affixed to or normally located in, at or upon, even if temporarily removed from, any of the Railroad SBU Properties or the Dublin Road Facility (collectively, including the fixtures, the "Equipment"); (c) all inventory, including without limitation, raw materials, work-in-process, finished goods, packaging materials, spare parts and supplies (the "Inventory"); (d) any trademarks, trade names, patents, service marks, copyrights (whether registered or unregistered) and pending applications for the foregoing listed on Schedule 4.6 (the "Intellectual Property"); (e) all Contracts (including but not limited to all Contracts listed on Schedule 4.7 and all Contracts entered into by the Railroad SBU through the Closing Date), except for any Contract that requires the consent to assignment of a party thereto which consent has not been obtained prior to the Closing Date pursuant to Section 8.1 (the "Assigned Contracts"); (f) all transferable business licenses and permits used exclusively in or relating exclusively to the Railroad SBU or the Assets (the "Permits"); 8

(g) all books and records (other than historical accounting, financial and Tax records), drawings, data, plans and specifications, surveys and title policies relating to the Owned Property, sales literature, market analysis, product information, documents, manuals, software, employment records and files and all other information and/or data related to or used by Sellers exclusively in connection with the Assets and the operation of the Railroad SBU and located at the King Avenue or Dublin Road Facility; provided that as to the Dublin Road Dispute, no Records shall be transferred to Buyer (the "Records"); (h) all insurance proceeds paid or payable by any insurance provider, other than Sellers or any Affiliate of Sellers, for any Asset that is destroyed or damaged after the date hereof and prior to the Closing; (i) those assets used by the Railroad SBU Division and currently located at NEC's facilities at King Avenue, Columbus, Ohio, St. Jean, Quebec and Brownsville, Texas, in each case as set forth on Schedule 2.1(i), respectively; and (j) all goodwill appurtenant to the foregoing Assets. 2.2 ASSETS NOT TRANSFERRED. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Sellers (the "Excluded Assets"): (a) all cash and cash equivalent items (except as described in Section 2.1(i) and except for deposits and prepaid expenses reflected on the Closing Balance Sheet and relating

(g) all books and records (other than historical accounting, financial and Tax records), drawings, data, plans and specifications, surveys and title policies relating to the Owned Property, sales literature, market analysis, product information, documents, manuals, software, employment records and files and all other information and/or data related to or used by Sellers exclusively in connection with the Assets and the operation of the Railroad SBU and located at the King Avenue or Dublin Road Facility; provided that as to the Dublin Road Dispute, no Records shall be transferred to Buyer (the "Records"); (h) all insurance proceeds paid or payable by any insurance provider, other than Sellers or any Affiliate of Sellers, for any Asset that is destroyed or damaged after the date hereof and prior to the Closing; (i) those assets used by the Railroad SBU Division and currently located at NEC's facilities at King Avenue, Columbus, Ohio, St. Jean, Quebec and Brownsville, Texas, in each case as set forth on Schedule 2.1(i), respectively; and (j) all goodwill appurtenant to the foregoing Assets. 2.2 ASSETS NOT TRANSFERRED. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Sellers (the "Excluded Assets"): (a) all cash and cash equivalent items (except as described in Section 2.1(i) and except for deposits and prepaid expenses reflected on the Closing Balance Sheet and relating to Assumed Liabilities) of Sellers, including, without limitation, checking accounts, bank accounts, lock box files, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof received by Sellers on or prior to the Closing Date, in each case whether or not relating to the Railroad SBU; (b) all rights, properties, and assets which have been used or held for use in connection with the Railroad SBU and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided such transfers and disposals shall have been in the ordinary course of the business of the Railroad SBU as conducted at the date hereof; (c) rights to or claims for refunds or rebates of Taxes and other governmental charges for periods ending on 9

or prior to the Closing Date and the benefit of net operating loss carryforwards, carrybacks or other credits of Sellers, whether or not attributable to the Railroad SBU; (d) claims or rights against third parties, except those arising with respect to events or breaches occurring after the Closing Date under the Assigned Contracts; PROVIDED, HOWEVER, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of Excluded Assets or Excluded Liabilities hereunder shall be Excluded Assets; (e) except as set forth in Section 2.1(h), all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (f) proprietary or confidential business or technical information, records and policies that relate generally to Sellers or any of its Affiliates and are not used exclusively in the Railroad SBU, including, without limitation, organization manuals and strategic plans but excluding the software program developed for and used by NEC and the Railroad SBU; (g) subject to the limited rights granted in Section 8.7, all "MagneTek" and "NEC" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the names "MagneTek or NEC," the mark MagneTek or NEC, or any derivative thereof, and the MagneTek or NEC logo or any derivative thereof, and Sellers' proprietary computer programs or other software, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures;

or prior to the Closing Date and the benefit of net operating loss carryforwards, carrybacks or other credits of Sellers, whether or not attributable to the Railroad SBU; (d) claims or rights against third parties, except those arising with respect to events or breaches occurring after the Closing Date under the Assigned Contracts; PROVIDED, HOWEVER, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of Excluded Assets or Excluded Liabilities hereunder shall be Excluded Assets; (e) except as set forth in Section 2.1(h), all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (f) proprietary or confidential business or technical information, records and policies that relate generally to Sellers or any of its Affiliates and are not used exclusively in the Railroad SBU, including, without limitation, organization manuals and strategic plans but excluding the software program developed for and used by NEC and the Railroad SBU; (g) subject to the limited rights granted in Section 8.7, all "MagneTek" and "NEC" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the names "MagneTek or NEC," the mark MagneTek or NEC, or any derivative thereof, and the MagneTek or NEC logo or any derivative thereof, and Sellers' proprietary computer programs or other software, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures; (h) all Records relating to the Dublin Road Dispute; (i) those assets described in Schedule 2.2(i); (j) all accounts receivable of the Railroad SBU in existence as of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000; (k) the lease in respect of the Dublin Road Facility (the "Retained Lease"); (l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used 10

primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBU. 2.3 ASSUMED AND EXCLUDED LIABILITIES. On the Closing Date, Buyer shall execute and deliver to Sellers the Bill of Sale, Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge when due, all the liabilities and obligations of Sellers arising out of the business of the Railroad SBU, of any kind or nature, whether absolute, contingent, accrued or otherwise, and whether arising before or after the Closing including, without limitation, all liabilities (i) for Taxes assumed by Buyer under Section 2.7, (ii) under the Assigned Contracts, (iii) relating to the claims described on Schedules 4.8 and 4.11 (such matters referred to in this clause (iii) being hereinafter collectively referred to as the "Assumed Litigation") and (iv) all liabilities and obligations of Buyer set forth in Article IX hereof (collectively, the "Assumed Liabilities"); PROVIDED, HOWEVER, that the Assumed Liabilities shall in no event include the following liabilities (the "Excluded Liabilities"): (a) any liability, responsibility or obligation with respect to any Seller Plan, except (i) as provided in Article IX, and (ii) pursuant to any Assigned Contract; (b) any liability for (i) warranty claims made after the Closing for service, repair, replacement and similar work required under Sellers' written warranties with respect to products sold or services provided prior to the Closing, the expenses of which, at shop level cost (direct materials, direct labor and factory overhead), in the aggregate

primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBU. 2.3 ASSUMED AND EXCLUDED LIABILITIES. On the Closing Date, Buyer shall execute and deliver to Sellers the Bill of Sale, Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge when due, all the liabilities and obligations of Sellers arising out of the business of the Railroad SBU, of any kind or nature, whether absolute, contingent, accrued or otherwise, and whether arising before or after the Closing including, without limitation, all liabilities (i) for Taxes assumed by Buyer under Section 2.7, (ii) under the Assigned Contracts, (iii) relating to the claims described on Schedules 4.8 and 4.11 (such matters referred to in this clause (iii) being hereinafter collectively referred to as the "Assumed Litigation") and (iv) all liabilities and obligations of Buyer set forth in Article IX hereof (collectively, the "Assumed Liabilities"); PROVIDED, HOWEVER, that the Assumed Liabilities shall in no event include the following liabilities (the "Excluded Liabilities"): (a) any liability, responsibility or obligation with respect to any Seller Plan, except (i) as provided in Article IX, and (ii) pursuant to any Assigned Contract; (b) any liability for (i) warranty claims made after the Closing for service, repair, replacement and similar work required under Sellers' written warranties with respect to products sold or services provided prior to the Closing, the expenses of which, at shop level cost (direct materials, direct labor and factory overhead), in the aggregate exceed the warranty reserve on the Closing Balance Sheet, (ii) workers' compensation claims with respect to injuries prior to the Closing, (iii) claims under health insurance plans of Sellers for covered Railroad SBU Employees with respect to services rendered prior to the Closing (but not in respect of any sick leave or disability benefits pertaining to any period after the Closing Date regardless of when the relevant illness or condition arose) or (iv) any product liability claims for injuries, property damage or other Losses, arising with respect to products sold or services provided prior to the Closing, but only if written notice of such claims described in clause (i), (ii), (iii) or (iv) shall have been delivered to Sellers within the two-year period following the Closing Date; 11

(c) any liability for Taxes for any period ending on or prior to the Closing Date, excluding the Taxes covered by Section 2.7; and (d) any liability under the Retained Lease. 2.4 CLOSING. The closing (the "Closing") of the purchase and sale of the Assets shall be held at offices to be specified by Buyer in Columbus, Ohio, at 10:00 a.m. on October 31, 1994, or if the conditions to Closing set forth in Article III shall not have been satisfied or waived by such date, subject to Section 11.3, as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the "Closing Date." At the Closing, Buyer shall deliver to Sellers by wire transfer (to a bank account designated at least two business days prior to the Closing Date in writing by Sellers) immediately available funds in an amount equal to the sum of $11,800,000 (Eleven Million Eight Hundred Thousand dollars, hereinafter, the "Purchase Price"), plus or minus an estimate, if the parties mutually agree prior to the Closing Date with respect thereto, of any adjustment to the Purchase Price under Section 2.5 (the Purchase Price plus or minus such estimate of any adjustment under Section 2.5 being hereinafter called the "Closing Date Amount"), and such other documents as are required by this Agreement. At the Closing, Sellers shall deliver or cause to be delivered to Buyer (a) the Bill of Sale, Assignment and Assumption Agreement, (b) the Ground Lease and Reciprocal Easement Agreement, (c) the Supply Agreement, (d) the Services Agreement, (e) the documents and agreements referred to in Section 3.1 hereof and (f) such other instruments of transfer and documents as Buyer may reasonably request, and Buyer shall deliver to Sellers (i) the documents and agreements referred to in the preceding clauses (a) through (d) and in Section 3.2 hereof and (ii) such other instruments of assumption and documents as Sellers may reasonably request. In addition, Sellers shall deliver to Buyer at the Closing affidavits in form and substance satisfactory to Buyer, duly executed and acknowledged, certifying that neither Seller is a foreign person within the meaning of Section 1445(f)(3) of the Code, and any corresponding affidavit required for state tax purposes.

(c) any liability for Taxes for any period ending on or prior to the Closing Date, excluding the Taxes covered by Section 2.7; and (d) any liability under the Retained Lease. 2.4 CLOSING. The closing (the "Closing") of the purchase and sale of the Assets shall be held at offices to be specified by Buyer in Columbus, Ohio, at 10:00 a.m. on October 31, 1994, or if the conditions to Closing set forth in Article III shall not have been satisfied or waived by such date, subject to Section 11.3, as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the "Closing Date." At the Closing, Buyer shall deliver to Sellers by wire transfer (to a bank account designated at least two business days prior to the Closing Date in writing by Sellers) immediately available funds in an amount equal to the sum of $11,800,000 (Eleven Million Eight Hundred Thousand dollars, hereinafter, the "Purchase Price"), plus or minus an estimate, if the parties mutually agree prior to the Closing Date with respect thereto, of any adjustment to the Purchase Price under Section 2.5 (the Purchase Price plus or minus such estimate of any adjustment under Section 2.5 being hereinafter called the "Closing Date Amount"), and such other documents as are required by this Agreement. At the Closing, Sellers shall deliver or cause to be delivered to Buyer (a) the Bill of Sale, Assignment and Assumption Agreement, (b) the Ground Lease and Reciprocal Easement Agreement, (c) the Supply Agreement, (d) the Services Agreement, (e) the documents and agreements referred to in Section 3.1 hereof and (f) such other instruments of transfer and documents as Buyer may reasonably request, and Buyer shall deliver to Sellers (i) the documents and agreements referred to in the preceding clauses (a) through (d) and in Section 3.2 hereof and (ii) such other instruments of assumption and documents as Sellers may reasonably request. In addition, Sellers shall deliver to Buyer at the Closing affidavits in form and substance satisfactory to Buyer, duly executed and acknowledged, certifying that neither Seller is a foreign person within the meaning of Section 1445(f)(3) of the Code, and any corresponding affidavit required for state tax purposes. 2.5 PURCHASE PRICE ADJUSTMENT; ASSIGNMENT OF ACCOUNTS RECEIVABLE. (a) Within 60 days after the Closing Date, MagneTek shall prepare and deliver to Buyer a balance sheet of the Railroad SBU as of the close of business on the Closing Date comprising the Assets and the outstanding Assumed 12

Liabilities (the "Closing Balance Sheet"). For purposes of preparing the Closing Balance Sheet, Buyer shall make Railroad SBU Employees available to MagneTek (without charge) and such employees shall, for the purpose of assisting MagneTek in preparing the Closing Balance Sheet, be instructed by Buyer to act at MagneTek's direction. During the 30 days immediately following Buyer's receipt of the Closing Balance Sheet, Buyer shall be entitled to review the Closing Balance Sheet and MagneTek's working papers relating to the Closing Balance Sheet, and MagneTek shall provide Buyer access at all reasonable times to its personnel, properties, books and records to the extent relevant and not comprising Assets. The Closing Balance Sheet shall become final and binding upon the parties on the thirtieth day following delivery thereof unless Buyer gives written notice to MagneTek of its disagreement with the Closing Balance Sheet (a "Notice of Disagreement") prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by MagneTek with respect to the Closing Balance Sheet, then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days immediately following the delivery of any Notice of Disagreement, MagneTek and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement. During such period, Buyer and MagneTek shall each have access to the other party's working papers prepared in connection with the other party's preparation of a Notice of Disagreement. At the end of such 30-day period, MagneTek and Buyer shall

Liabilities (the "Closing Balance Sheet"). For purposes of preparing the Closing Balance Sheet, Buyer shall make Railroad SBU Employees available to MagneTek (without charge) and such employees shall, for the purpose of assisting MagneTek in preparing the Closing Balance Sheet, be instructed by Buyer to act at MagneTek's direction. During the 30 days immediately following Buyer's receipt of the Closing Balance Sheet, Buyer shall be entitled to review the Closing Balance Sheet and MagneTek's working papers relating to the Closing Balance Sheet, and MagneTek shall provide Buyer access at all reasonable times to its personnel, properties, books and records to the extent relevant and not comprising Assets. The Closing Balance Sheet shall become final and binding upon the parties on the thirtieth day following delivery thereof unless Buyer gives written notice to MagneTek of its disagreement with the Closing Balance Sheet (a "Notice of Disagreement") prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by MagneTek with respect to the Closing Balance Sheet, then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days immediately following the delivery of any Notice of Disagreement, MagneTek and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement. During such period, Buyer and MagneTek shall each have access to the other party's working papers prepared in connection with the other party's preparation of a Notice of Disagreement. At the end of such 30-day period, MagneTek and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in any Notice of Disagreement, and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute. The Closing Balance Sheet, with such adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding on Buyer and MagneTek on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be Arthur Anderson, or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm with offices in Columbus, Ohio, as shall be agreed upon by the parties hereto in writing. The cost of any arbitration (including the fees and expenses of 13

the Accounting Firm) pursuant to this Section 2.5 shall be borne 50% by Buyer and 50% by MagneTek. (b) The Closing Balance Sheet shall be prepared in accordance with GAAP, applied in a manner consistent with that followed in the preparation of the December Balance Sheet, subject to the following: (i) the Closing Balance Sheet shall not reflect any provision for Taxes (whether as an asset or a liability); (ii) intercompany advances shall be eliminated; and (iii) all Excluded Assets, including, without limitation, the accounts receivable included therein (and all related depreciation and reserves) shall be eliminated and all Excluded Liabilities (and related reserves) shall be eliminated. (c) The Purchase Price shall be adjusted (after giving effect to the estimation, if any, reflected in the Closing Date Amount) such that the Purchase Price is (i) increased, to the extent that (A) current Assets of the Railroad SBU increase (B) current Assumed Liabilities of the Railroad SBU decrease or (C) the aggregate net book value of plant and equipment increases, in each case from the amount reflected on the December Balance Sheet, and (ii) decreased, to the extent that (x) current assets of the Railroad SBU decrease, (y) current Assumed Liabilities increase or (z) the aggregate net book value of plant and equipment decreases, in each case from the amount reflected on the December Balance Sheet. The adjustments referred to in the foregoing clauses (i) and (ii) shall be cumulative as to each category. In addition, the Purchase Price shall be adjusted in accordance with Section 2.5 (d) hereof in respect of the assignment of certain accounts receivable to Buyer, if applicable. The Purchase Price shall be adjusted upward or downward, dollar for dollar, in respect of any such negative or positive adjustment; PROVIDED, HOWEVER, that no adjustment to the Purchase Price pursuant to this Section 2.5 shall be made

the Accounting Firm) pursuant to this Section 2.5 shall be borne 50% by Buyer and 50% by MagneTek. (b) The Closing Balance Sheet shall be prepared in accordance with GAAP, applied in a manner consistent with that followed in the preparation of the December Balance Sheet, subject to the following: (i) the Closing Balance Sheet shall not reflect any provision for Taxes (whether as an asset or a liability); (ii) intercompany advances shall be eliminated; and (iii) all Excluded Assets, including, without limitation, the accounts receivable included therein (and all related depreciation and reserves) shall be eliminated and all Excluded Liabilities (and related reserves) shall be eliminated. (c) The Purchase Price shall be adjusted (after giving effect to the estimation, if any, reflected in the Closing Date Amount) such that the Purchase Price is (i) increased, to the extent that (A) current Assets of the Railroad SBU increase (B) current Assumed Liabilities of the Railroad SBU decrease or (C) the aggregate net book value of plant and equipment increases, in each case from the amount reflected on the December Balance Sheet, and (ii) decreased, to the extent that (x) current assets of the Railroad SBU decrease, (y) current Assumed Liabilities increase or (z) the aggregate net book value of plant and equipment decreases, in each case from the amount reflected on the December Balance Sheet. The adjustments referred to in the foregoing clauses (i) and (ii) shall be cumulative as to each category. In addition, the Purchase Price shall be adjusted in accordance with Section 2.5 (d) hereof in respect of the assignment of certain accounts receivable to Buyer, if applicable. The Purchase Price shall be adjusted upward or downward, dollar for dollar, in respect of any such negative or positive adjustment; PROVIDED, HOWEVER, that no adjustment to the Purchase Price pursuant to this Section 2.5 shall be made unless such adjustment would exceed $100,000, and if the adjustment would exceed $100,000, then the full amount of the adjustment shall be made; PROVIDED, HOWEVER, that the estimated adjustment paid on the Closing Date shall be taken into account in determining whether such threshold is met. Any required adjustment to the Purchase Price pursuant to this Section 2.5 shall be referred to as the "Purchase Price Adjustment." 14

(d) The Purchase Price shall be further adjusted to reflect an increase equal to (i) the face amount of all accounts receivable not sold to Buyer and which were therefore eliminated from the Closing Balance Sheet which accounts receivable have not been collected by Sellers on or prior to the 60th day after the Closing Date less (ii) the amount of the reserve for uncollectible accounts receivable that would have been reflected on such Closing Balance Sheet had the related accounts receivable been so sold. Prior to such 60th day after the Closing Date, Sellers shall use commercially reasonable efforts to collect payment for such accounts receivable, and Buyer shall provide all commercially reasonable assistance in respect thereto but no party shall be obligated to institute litigation or incur any extraordinary expense in connection therewith. (e) Buyer agrees, with respect to Purchase Price Adjustments, that following the Closing, Buyer will not take any actions with respect to the accounting books, records, policies and procedures of the Railroad SBU on which the Closing Balance Sheet is to be based that are not consistent with GAAP applied in the manner consistent with the past practices of the Railroad SBU. (f) Within thirty days after the receipt by Buyer of the Closing Balance Sheet in accordance with Section 2.5(a) hereof, Buyer shall remit to Sellers or Sellers shall remit to Buyer, as the case may be, in immediately available funds, any undisputed amounts constituting Purchase Price Adjustments. With respect to any items that are the subject of a Notice of Disagreement, payment shall be made in immediately available funds within three business days after the resolution thereof pursuant to Section 2.5(a). Each payment pursuant to this Section 2.5 shall be made with interest on the amount of the payment at an annual rate equal to the reference rate quoted by the San Francisco branch of Bank of America on the Closing Date for the period from the Closing Date to the date of payment, computed on the basis of a 360-day year and actual days elapsed. 2.6 TAX ALLOCATION. Buyer and Sellers shall allocate the Purchase Price plus the Assumed Liabilities (to the extent identifiable or reasonably estimable as of the date hereof) to broad categories constituting components of the Assets in accordance with Schedule 2.6 (as the same may be updated as of the Closing to reflect changes

(d) The Purchase Price shall be further adjusted to reflect an increase equal to (i) the face amount of all accounts receivable not sold to Buyer and which were therefore eliminated from the Closing Balance Sheet which accounts receivable have not been collected by Sellers on or prior to the 60th day after the Closing Date less (ii) the amount of the reserve for uncollectible accounts receivable that would have been reflected on such Closing Balance Sheet had the related accounts receivable been so sold. Prior to such 60th day after the Closing Date, Sellers shall use commercially reasonable efforts to collect payment for such accounts receivable, and Buyer shall provide all commercially reasonable assistance in respect thereto but no party shall be obligated to institute litigation or incur any extraordinary expense in connection therewith. (e) Buyer agrees, with respect to Purchase Price Adjustments, that following the Closing, Buyer will not take any actions with respect to the accounting books, records, policies and procedures of the Railroad SBU on which the Closing Balance Sheet is to be based that are not consistent with GAAP applied in the manner consistent with the past practices of the Railroad SBU. (f) Within thirty days after the receipt by Buyer of the Closing Balance Sheet in accordance with Section 2.5(a) hereof, Buyer shall remit to Sellers or Sellers shall remit to Buyer, as the case may be, in immediately available funds, any undisputed amounts constituting Purchase Price Adjustments. With respect to any items that are the subject of a Notice of Disagreement, payment shall be made in immediately available funds within three business days after the resolution thereof pursuant to Section 2.5(a). Each payment pursuant to this Section 2.5 shall be made with interest on the amount of the payment at an annual rate equal to the reference rate quoted by the San Francisco branch of Bank of America on the Closing Date for the period from the Closing Date to the date of payment, computed on the basis of a 360-day year and actual days elapsed. 2.6 TAX ALLOCATION. Buyer and Sellers shall allocate the Purchase Price plus the Assumed Liabilities (to the extent identifiable or reasonably estimable as of the date hereof) to broad categories constituting components of the Assets in accordance with Schedule 2.6 (as the same may be updated as of the Closing to reflect changes in the Assets or Assumed Liabilities occurring after the date thereof and prior to the Closing Date). Buyer and Sellers shall report the purchase and sale of the Assets in accordance with the agreed upon allocation among such broad categories for all Tax purposes (including the filing of the forms prescribed under Section 1060 of the Code and the Treasury Regulations 15

promulgated thereunder), but such allocation shall not constrain reporting for other purposes. 2.7 SALES AND USE TAX. Buyer and Sellers shall cooperate in preparing, executing and filing use and sales Tax returns relating to, and Buyer and MagneTek shall share equally and pay when due, any and all sales, real estate, transfer or use Tax due with regard to, the purchase and sale of the Assets. Such Tax Returns shall be prepared in a manner that is consistent with the allocation of the Purchase Price and Assumed Liabilities contemplated by Section 2.6. Buyer shall also furnish Sellers with a form of resale certificate that complies with the requirements of Ohio and other applicable state taxation laws. ARTICLE III CONDITIONS TO CLOSING 3.1 BUYER'S OBLIGATION. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) The representations and warranties of MagneTek made in this Agreement shall be true and correct in all material respects as of the date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Sellers by the time of the Closing; and Sellers shall have delivered to Buyer certificates dated the Closing Date and signed by an authorized officer of the respective Sellers confirming the foregoing.

promulgated thereunder), but such allocation shall not constrain reporting for other purposes. 2.7 SALES AND USE TAX. Buyer and Sellers shall cooperate in preparing, executing and filing use and sales Tax returns relating to, and Buyer and MagneTek shall share equally and pay when due, any and all sales, real estate, transfer or use Tax due with regard to, the purchase and sale of the Assets. Such Tax Returns shall be prepared in a manner that is consistent with the allocation of the Purchase Price and Assumed Liabilities contemplated by Section 2.6. Buyer shall also furnish Sellers with a form of resale certificate that complies with the requirements of Ohio and other applicable state taxation laws. ARTICLE III CONDITIONS TO CLOSING 3.1 BUYER'S OBLIGATION. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) The representations and warranties of MagneTek made in this Agreement shall be true and correct in all material respects as of the date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Sellers by the time of the Closing; and Sellers shall have delivered to Buyer certificates dated the Closing Date and signed by an authorized officer of the respective Sellers confirming the foregoing. (b) Buyer shall have received an opinion dated the Closing Date of Gibson, Dunn & Crutcher, counsel to Sellers, as to the matters set forth in Exhibit B, and an opinion dated the Closing Date of Samuel A. Miley, Esq., General Counsel of MagneTek, as to the matters set forth in Exhibit C, which opinions shall be reasonably satisfactory in form to Buyer. (c) MagneTek shall have entered into the Services Agreement. (d) No injunction or order shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction that would restrain or prohibit any of the Transactions or that would impose 16

damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any Person seeks such a remedy (if in the opinion of counsel to Buyer there exists a reasonable risk of a materially adverse result in such pending action or proceeding). 3.2 SELLERS' OBLIGATION. The obligations of Sellers to sell and deliver the Assets to Buyer are subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to Sellers a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing. (b) Sellers shall have received an opinion dated the Closing Date of Stanley L. Waldbaum, Esq., counsel to Buyer, as to the matters set forth in Exhibit D, which opinion shall be reasonably satisfactory in form to Sellers. (c) MagneTek shall have received, from Messrs. Robert G. Barton, Thomas P. Steuber and Robert B Hodge III, certificates relating to certain environmental matters in the form attached hereto as Exhibit I (the "Key Employee Certificates").

damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any Person seeks such a remedy (if in the opinion of counsel to Buyer there exists a reasonable risk of a materially adverse result in such pending action or proceeding). 3.2 SELLERS' OBLIGATION. The obligations of Sellers to sell and deliver the Assets to Buyer are subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to Sellers a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing. (b) Sellers shall have received an opinion dated the Closing Date of Stanley L. Waldbaum, Esq., counsel to Buyer, as to the matters set forth in Exhibit D, which opinion shall be reasonably satisfactory in form to Sellers. (c) MagneTek shall have received, from Messrs. Robert G. Barton, Thomas P. Steuber and Robert B Hodge III, certificates relating to certain environmental matters in the form attached hereto as Exhibit I (the "Key Employee Certificates"). (d) No injunction or order shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction that would restrain or prohibit the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any Person seeks such a remedy (if in the opinion of counsel to Sellers there exists a reasonable risk of a materially adverse result in such pending action or proceeding). (e) MagneTek shall have received from Buyer insurance certificates reflecting compliance with the provisions of Section 7.5. 17

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MAGNETEK MagneTek hereby represents and warrants to Buyer as follows: 4.1 AUTHORITY; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Seller has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by each Seller to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Sellers under, any provision of (i) the Certificate of Incorporation or By-Laws of either Seller, (ii) subject to the matters disclosed in Schedule 4.1(b), any

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MAGNETEK MagneTek hereby represents and warrants to Buyer as follows: 4.1 AUTHORITY; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Seller has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by each Seller to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Sellers under, any provision of (i) the Certificate of Incorporation or By-Laws of either Seller, (ii) subject to the matters disclosed in Schedule 4.1(b), any Contractual Obligation of either Seller or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(D) below, any Requirement of Law applicable to either Seller or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not have a Material Adverse Effect. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to either Seller in connection with the execution and delivery of the Transaction Documents or the consummation of the Transactions, other than (A) compliance with and filings 18

under Section 13(a) or 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws, (C) those that may be required solely by reason of Buyer's participation in the Transactions and (D) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect. 4.2 FINANCIAL STATEMENTS. To the knowledge of Seller, the December Balance Sheet was prepared in accordance with GAAP consistently applied, and fairly presents the financial condition of the Railroad SBU as of December 31, 1993 except: (a) as set forth therein; (b) for the absence of footnotes; (c) for normal recurring adjustments; and (d) to the extent it was prepared on a PRO FORMA basis, with allocations of certain assets and liabilities based upon good faith estimates of management. 4.3 TAXES. (a) Except as disclosed on Schedule 4.3, each Seller, and any affiliated group within the meaning of Section 1504 of the Code, of which either Seller is or has been a member (the "Affiliated Group," but only for the taxable period during which either Seller has been a member thereof), have filed or caused to be filed in a timely manner (within any applicable extension periods) with the appropriate Governmental Authority (i) all Tax returns, reports and forms (collectively, "Tax Returns") required to be filed by the Code or by applicable laws, (ii) all Taxes shown on such Tax Returns have been timely paid in full by the due date thereof, (iii) no Tax Liens have been filed by any Tax authority against any property or assets of the Railroad SBU, and (iv) to the Knowledge of Seller, no claims are being asserted in writing with respect to any Taxes relating to the Railroad SBU. (b) Except as set forth in Schedule 4.3, (i) no property of the Railroad SBU is "tax exempt use property" within

under Section 13(a) or 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws, (C) those that may be required solely by reason of Buyer's participation in the Transactions and (D) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect. 4.2 FINANCIAL STATEMENTS. To the knowledge of Seller, the December Balance Sheet was prepared in accordance with GAAP consistently applied, and fairly presents the financial condition of the Railroad SBU as of December 31, 1993 except: (a) as set forth therein; (b) for the absence of footnotes; (c) for normal recurring adjustments; and (d) to the extent it was prepared on a PRO FORMA basis, with allocations of certain assets and liabilities based upon good faith estimates of management. 4.3 TAXES. (a) Except as disclosed on Schedule 4.3, each Seller, and any affiliated group within the meaning of Section 1504 of the Code, of which either Seller is or has been a member (the "Affiliated Group," but only for the taxable period during which either Seller has been a member thereof), have filed or caused to be filed in a timely manner (within any applicable extension periods) with the appropriate Governmental Authority (i) all Tax returns, reports and forms (collectively, "Tax Returns") required to be filed by the Code or by applicable laws, (ii) all Taxes shown on such Tax Returns have been timely paid in full by the due date thereof, (iii) no Tax Liens have been filed by any Tax authority against any property or assets of the Railroad SBU, and (iv) to the Knowledge of Seller, no claims are being asserted in writing with respect to any Taxes relating to the Railroad SBU. (b) Except as set forth in Schedule 4.3, (i) no property of the Railroad SBU is "tax exempt use property" within the meaning of Section 168(h) of the Code, and (ii) the Assigned Contracts do not include any lease made pursuant to former Section 168(f)(8) of the Code. (c) Neither Seller is a "foreign person" within the meaning of Section 1445(f)(3) of the Code. 4.4 ASSETS OTHER THAN REAL PROPERTY INTERESTS. NEC has good and valid title to all assets reflected on the December Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of such December Balance Sheet in the ordinary course of business consistent with past practice, in each case free and clear of all Liens 19

except (a) such as are disclosed on Schedule 4.4 and (b) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, Liens for Taxes and other governmental charges which are not yet due and payable or which may thereafter be paid without penalty, and other imperfections of title, restrictions or encumbrances, if any, which Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, materially impair the continued use and operation of the specific assets to which they relate (the Liens described in the preceding clause (b) are hereinafter referred to collectively as "Permitted Liens"). This Section 4.4 does not relate to real property or interests in real property, such items being the subject of Section 4.5. 4.5 REAL PROPERTY. Schedule 4.5 sets forth a complete list of all Owned Properties (an Owned Property being sometimes referred to herein individually as a "Railroad SBU Property" and collectively as "Railroad SBU Properties"). NEC has good, marketable and insurable fee title to all Owned Property, free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (i) Permitted Liens, (ii) easements, covenants, rights-of-way and other similar restrictions of record, (iii) (A) zoning, building and other similar restrictions, (B) Liens that have been placed by any developer, landlord or other third party on property over which NEC has easement rights and (C) unrecorded easements, covenants, rights-of-way or other similar restrictions, none of which items set forth in clauses (A), (B) and (C) above, individually or in the aggregate,

except (a) such as are disclosed on Schedule 4.4 and (b) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, Liens for Taxes and other governmental charges which are not yet due and payable or which may thereafter be paid without penalty, and other imperfections of title, restrictions or encumbrances, if any, which Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, materially impair the continued use and operation of the specific assets to which they relate (the Liens described in the preceding clause (b) are hereinafter referred to collectively as "Permitted Liens"). This Section 4.4 does not relate to real property or interests in real property, such items being the subject of Section 4.5. 4.5 REAL PROPERTY. Schedule 4.5 sets forth a complete list of all Owned Properties (an Owned Property being sometimes referred to herein individually as a "Railroad SBU Property" and collectively as "Railroad SBU Properties"). NEC has good, marketable and insurable fee title to all Owned Property, free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (i) Permitted Liens, (ii) easements, covenants, rights-of-way and other similar restrictions of record, (iii) (A) zoning, building and other similar restrictions, (B) Liens that have been placed by any developer, landlord or other third party on property over which NEC has easement rights and (C) unrecorded easements, covenants, rights-of-way or other similar restrictions, none of which items set forth in clauses (A), (B) and (C) above, individually or in the aggregate, materially impair the continued use and operation of the property to which they relate and (iv) subject to the provisions of Section 6.4 hereof. 4.6 INTELLECTUAL PROPERTY. To the Knowledge of Seller, Schedule 4.6 sets forth a list of all Intellectual Property (excluding any such Intellectual Property that is included in Excluded Assets). With respect to registered trademarks, if any, Schedule 4.6 contains a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. Except as disclosed on Schedule 4.6, to the Knowledge of Seller, NEC owns or has the right to use, without payment to any other party, the Intellectual Property listed on such Schedule 4.6. Except as set forth on Schedule 4.8, no claims are pending or, to the Knowledge of Seller, threatened against 20

NEC by any person with respect to the ownership, validity, enforceability or use of any Intellectual Property listed on Schedule 4.6 or otherwise challenging or questioning the validity or effectiveness of any such Intellectual Property. 4.7 CONTRACTS. Schedule 4.7 sets forth a list of each of the following types of Contracts: (a) any employment or severance agreement that has an aggregate future liability in excess of $100,000 and is not terminable by notice of not more than 60 days for a cost of less than $50,000 (including any contracts or agreements with certain Railroad SBU Employees that relate to the Transactions; (b) any employee collective bargaining agreement or other contract with any labor union covering Railroad SBU Employees; (c) to the Knowledge of Seller, any Contract other than in the ordinary course of business pursuant to which the aggregate of payments to become due from or to either Seller is equal to or exceeds $200,000, and which is not terminable by no more than 60 days' notice for a cost of less than $100,000; (d) any lease or similar agreement under which NEC is a lessor or sublessor of, or makes available for use by any third party (including another division of either Seller), any Railroad SBU Property or premises otherwise occupied by the Railroad SBU. Except as disclosed on Schedule 4.7, each Contract listed on Schedule 4.7 is valid, binding and in full force and effect and is enforceable by NEC in accordance with its terms. Except as disclosed in Schedule 4.7, to the

NEC by any person with respect to the ownership, validity, enforceability or use of any Intellectual Property listed on Schedule 4.6 or otherwise challenging or questioning the validity or effectiveness of any such Intellectual Property. 4.7 CONTRACTS. Schedule 4.7 sets forth a list of each of the following types of Contracts: (a) any employment or severance agreement that has an aggregate future liability in excess of $100,000 and is not terminable by notice of not more than 60 days for a cost of less than $50,000 (including any contracts or agreements with certain Railroad SBU Employees that relate to the Transactions; (b) any employee collective bargaining agreement or other contract with any labor union covering Railroad SBU Employees; (c) to the Knowledge of Seller, any Contract other than in the ordinary course of business pursuant to which the aggregate of payments to become due from or to either Seller is equal to or exceeds $200,000, and which is not terminable by no more than 60 days' notice for a cost of less than $100,000; (d) any lease or similar agreement under which NEC is a lessor or sublessor of, or makes available for use by any third party (including another division of either Seller), any Railroad SBU Property or premises otherwise occupied by the Railroad SBU. Except as disclosed on Schedule 4.7, each Contract listed on Schedule 4.7 is valid, binding and in full force and effect and is enforceable by NEC in accordance with its terms. Except as disclosed in Schedule 4.7, to the Knowledge of Seller, NEC has performed all material obligations required to be performed by it to date under the Contracts and is not (with or without the lapse of time of the giving of notice, or both) in breach or default in any material respect thereunder and, to the Knowledge of Seller, no other party to any of the Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. 4.8 LITIGATION; DECREES. To the Knowledge of Seller, Schedule 4.8 sets forth a list, as of the date of this Agreement, of all pending and threatened lawsuits or claims with respect to which NEC has contacted in writing the defendant or been contacted in writing by the claimant or by counsel for the claimant by or against NEC relating to the Railroad SBU which (a) involves a claim by or against either 21

Seller of more than $50,000, (b) seeks any injunctive relief or (c) relates to the Transactions. To the Knowledge of Seller, except as disclosed on Schedule 4.8, NEC is not in default under any judgment, order or decree of any Governmental Authority applicable to the Railroad SBU; except where the default would not have a Material Adverse Effect. 4.9 EMPLOYEE AND RELATED MATTERS. Schedule 4.9 sets forth each material Employee Benefit Plan. Sellers have made available to Buyer true, complete and correct copies of (i) each Employee Benefit Plan (or, in the case of any unwritten Employee Benefit Plans, descriptions thereof) and (ii) the most recent summary plan description for each material Employee Benefit Plan for which such a summary plan description is required. Except as disclosed on Schedule 4.9, no Railroad SBU Employee is entitled to any benefit under any Seller Plan by reason of the Transactions. 4.10 ENVIRONMENTAL MATTERS. Except as has been alleged by the Dublin Road Partnership in connection with the Dublin Road Dispute, to the Knowledge of Seller, as to the Railroad SBU and the Railroad SBU Property: (a) NEC is not in material violation of any applicable Environmental Law and is not under investigation or review by any Governmental Authority with respect to compliance therewith, or with respect to the generation, use, treatment, storage or disposal, or the spillage or other release of any Hazardous Substance; (b) There is no Hazardous Substance that is likely to pose any material risk to safety, health or the environment,

Seller of more than $50,000, (b) seeks any injunctive relief or (c) relates to the Transactions. To the Knowledge of Seller, except as disclosed on Schedule 4.8, NEC is not in default under any judgment, order or decree of any Governmental Authority applicable to the Railroad SBU; except where the default would not have a Material Adverse Effect. 4.9 EMPLOYEE AND RELATED MATTERS. Schedule 4.9 sets forth each material Employee Benefit Plan. Sellers have made available to Buyer true, complete and correct copies of (i) each Employee Benefit Plan (or, in the case of any unwritten Employee Benefit Plans, descriptions thereof) and (ii) the most recent summary plan description for each material Employee Benefit Plan for which such a summary plan description is required. Except as disclosed on Schedule 4.9, no Railroad SBU Employee is entitled to any benefit under any Seller Plan by reason of the Transactions. 4.10 ENVIRONMENTAL MATTERS. Except as has been alleged by the Dublin Road Partnership in connection with the Dublin Road Dispute, to the Knowledge of Seller, as to the Railroad SBU and the Railroad SBU Property: (a) NEC is not in material violation of any applicable Environmental Law and is not under investigation or review by any Governmental Authority with respect to compliance therewith, or with respect to the generation, use, treatment, storage or disposal, or the spillage or other release of any Hazardous Substance; (b) There is no Hazardous Substance that is likely to pose any material risk to safety, health or the environment, and there has heretofore been no spillage, discharge, release or disposal of any such Hazardous Substance by NEC on or under the Railroad SBU Property in an amount and of a nature which could reasonably be expected to result in material liability to the Railroad SBU; and (c) No pending citations, fines, penalties or claims have been asserted against NEC under any Environmental Law which could reasonably be expected to have a Material Adverse Effect and which have not been reflected in the December Balance Sheet. 4.11 EMPLOYEE AND LABOR RELATIONS. Except as set forth on Schedule 4.11: (a) there is no labor strike, dispute, or work stoppage or lockout pending, or, to the Knowledge of Seller, threatened, involving the Railroad SBU; 22

(b) there is no unfair labor practice charge or complaint against NEC pending, or, to the Knowledge of Seller, threatened, before the National Labor Relations Board involving the Railroad SBU; (c) there is no pending, or, to the Knowledge of Seller, threatened, grievance involving an employee of the Railroad SBU that, if adversely decided, would have a Material Adverse Effect; and (d) no charges with respect to or relating to NEC are pending before the Equal Employment Opportunity commission or any other Governmental Authority responsible for the prevention of unlawful employment practices as to which there is a reasonable likelihood of adverse determination involving the Railroad SBU, other than those which, if so determined would not have a Material Adverse Effect. 4.12 ASSETS OF THE RAILROAD SBU. Except for (i) any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1 and (ii) as limited by the provisions of Section 6.4, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Sellers exclusively in the operation of the business of the Railroad SBU as conducted on the date hereof. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLERS MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE ASSETS OR THE RAILROAD SBU, INCLUDING AS TO THE QUALITY, CONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD TO BUYER "AS IS AND WHERE IS."

(b) there is no unfair labor practice charge or complaint against NEC pending, or, to the Knowledge of Seller, threatened, before the National Labor Relations Board involving the Railroad SBU; (c) there is no pending, or, to the Knowledge of Seller, threatened, grievance involving an employee of the Railroad SBU that, if adversely decided, would have a Material Adverse Effect; and (d) no charges with respect to or relating to NEC are pending before the Equal Employment Opportunity commission or any other Governmental Authority responsible for the prevention of unlawful employment practices as to which there is a reasonable likelihood of adverse determination involving the Railroad SBU, other than those which, if so determined would not have a Material Adverse Effect. 4.12 ASSETS OF THE RAILROAD SBU. Except for (i) any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1 and (ii) as limited by the provisions of Section 6.4, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Sellers exclusively in the operation of the business of the Railroad SBU as conducted on the date hereof. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLERS MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE ASSETS OR THE RAILROAD SBU, INCLUDING AS TO THE QUALITY, CONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD TO BUYER "AS IS AND WHERE IS." ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Sellers as follows: 5.1 AUTHORITY; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, 23

reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation in the Transactions.

reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation in the Transactions. 5.2 ACTIONS AND PROCEEDINGS, ETC. There are no (a) outstanding judgments, orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against Buyer or (b) actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or, to the knowledge of Buyer, threatened against Buyer. 5.3 AVAILABILITY OF FUNDS. Buyer has all funds, or binding commitments as to the availability to Buyer of all funds, required to consummate the Transactions. 5.4 BUYER'S ACKNOWLEDGMENT. Buyer acknowledges and agrees that, (a) other than the representations and warranties of MagneTek specifically contained in this Agreement, there are no representations or warranties of either Seller either expressed or implied with respect to either Seller, the Railroad SBU or the Transactions, (b) it shall have a right to indemnification solely as provided in Article X hereof and 24

shall have no claim or right to indemnification with respect to any information, documents or materials furnished by either Seller or any of its officers, directors, employees, agents or advisors, or otherwise available to Buyer and (c) NEC has no obligations with respect to these Transactions other than as set forth in Section 11.13 hereof. 5.5 EXON-FLORIO. Buyer is not a "foreign person" for purposes of the Exon-Florio Amendment to the Defense Production Act of 1950. 5.6 NO KNOWLEDGE OF SELLER'S BREACH. Neither Buyer nor, to the best knowledge of Buyer, any of its Affiliates, has knowledge of any breach of any representation or warranty by MagneTek or of any other condition or circumstance that would excuse Buyer from its timely performance of its obligations hereunder. If any information relevant to the representations and warranties of MagneTek under this Agreement shall come to Buyer's attention before the Closing Date (whether through Sellers or otherwise), then for the purposes of MagneTek's liability under such representations and warranties the effect shall be as if the representations and warranties were so modified in this Agreement, and no claim for indemnification may be made under Article X hereof to the extent such claim would not arise under such modified representation or warranty. ARTICLE VI COVENANTS OF MAGNETEK AND NEC MagneTek and NEC severally, and not jointly, covenant and agree as follows:

shall have no claim or right to indemnification with respect to any information, documents or materials furnished by either Seller or any of its officers, directors, employees, agents or advisors, or otherwise available to Buyer and (c) NEC has no obligations with respect to these Transactions other than as set forth in Section 11.13 hereof. 5.5 EXON-FLORIO. Buyer is not a "foreign person" for purposes of the Exon-Florio Amendment to the Defense Production Act of 1950. 5.6 NO KNOWLEDGE OF SELLER'S BREACH. Neither Buyer nor, to the best knowledge of Buyer, any of its Affiliates, has knowledge of any breach of any representation or warranty by MagneTek or of any other condition or circumstance that would excuse Buyer from its timely performance of its obligations hereunder. If any information relevant to the representations and warranties of MagneTek under this Agreement shall come to Buyer's attention before the Closing Date (whether through Sellers or otherwise), then for the purposes of MagneTek's liability under such representations and warranties the effect shall be as if the representations and warranties were so modified in this Agreement, and no claim for indemnification may be made under Article X hereof to the extent such claim would not arise under such modified representation or warranty. ARTICLE VI COVENANTS OF MAGNETEK AND NEC MagneTek and NEC severally, and not jointly, covenant and agree as follows: 6.1 ACCESS. Subject to the provisions of Section 7.1 hereof, prior to the Closing, NEC will give Buyer and its representatives, employees, counsel and accountants, together with representatives of Persons providing financing to Buyer for the Transactions, reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, books and records of the Railroad SBU for purposes of investigating its assets, operations, prospects, obligations and liabilities; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of the Railroad SBU. Additionally, subject to the provisions of Section 7.1 hereof and to prior notification, and the consent (which will not be unreasonably withheld or delayed) of Buyer, Buyer and such representatives may contact the principal customers and suppliers of the Railroad SBU for purposes of the foregoing investigation. 25

6.2 ORDINARY CONDUCT. Except as contemplated by this Agreement or as set forth in Schedule 6.2, from the date hereof to the Closing, NEC will cause the business of the Railroad SBU to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable efforts consistent with past practices to preserve relationships with customers, suppliers and others with whom the Railroad SBU deals. Except as contemplated by this Agreement, NEC will not do any of the following with respect to the Railroad SBU without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed: (a) adopt or amend in any material respect any NEC Plan or collective bargaining agreement, except as required by law or insofar as a collective bargaining agreement is then subject to negotiation in advance of its expiration in the ordinary course; (b) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any material portion of its assets (other than Excluded Assets), except in the ordinary course of business consistent with past practice; (c) enter into any lease of real property, except any renewals of existing leases; or (d) agree, whether in writing or otherwise, to do any of the foregoing. 6.3 INSURANCE. MagneTek shall keep, or cause to be kept, all insurance policies presently maintained relating to the Railroad SBU and its properties, or replacements therefor, in full force and effect through the close of business on the Closing Date. Buyer will not have any rights under any such insurance policies from and after the

6.2 ORDINARY CONDUCT. Except as contemplated by this Agreement or as set forth in Schedule 6.2, from the date hereof to the Closing, NEC will cause the business of the Railroad SBU to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable efforts consistent with past practices to preserve relationships with customers, suppliers and others with whom the Railroad SBU deals. Except as contemplated by this Agreement, NEC will not do any of the following with respect to the Railroad SBU without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed: (a) adopt or amend in any material respect any NEC Plan or collective bargaining agreement, except as required by law or insofar as a collective bargaining agreement is then subject to negotiation in advance of its expiration in the ordinary course; (b) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any material portion of its assets (other than Excluded Assets), except in the ordinary course of business consistent with past practice; (c) enter into any lease of real property, except any renewals of existing leases; or (d) agree, whether in writing or otherwise, to do any of the foregoing. 6.3 INSURANCE. MagneTek shall keep, or cause to be kept, all insurance policies presently maintained relating to the Railroad SBU and its properties, or replacements therefor, in full force and effect through the close of business on the Closing Date. Buyer will not have any rights under any such insurance policies from and after the Closing Date. 6.4 SUBDIVISION OF KING AVENUE FACILITY. Buyer acknowledges that the Owned Property at the King Avenue Facility has not heretofore been subdivided and that such subdivision may not prove feasible after Closing. Accordingly, NEC and Buyer agree as follows: (a) On the Closing Date, Buyer and NEC shall enter into the Ground Lease and Reciprocal Easement Agreement. (b) Following the Closing Date, MagneTek shall use commercially reasonable efforts to effect the subdivision of the Owned Property from the remaining King Avenue property of NEC in the manner reflected upon the survey obtained by MagneTek in September 1994. NEC and Buyer shall be bound by the Reciprocal Easement Agreement. MagneTek shall pursue all 26

zoning variances and other local approvals required to effect such subdivision and shall seek appropriate appellate review if any such approval is denied. Notwithstanding the foregoing, (i) MagneTek shall not be required to effect such subdivision if the terms imposed by any local authority would be significantly more burdensome as to NEC from those provided for in the Ground Lease and (ii) in no event will MagneTek be required to incur fees and expenses, including the fees and expenses incurred prior to the date hereof (but excluding the title insurance premium referred to in paragraph (c) below) in excess of an aggregate of $25,000; PROVIDED, HOWEVER, that if such amount is exceeded, Buyer may continue to pursue the subdivision at its own expense, subject to MagneTek's and NEC's rights set forth in clause (i) of this paragraph (b). Such $25,000 shall include an amount, not to exceed $2,500, to be expended in connection with the separation of underground drainage. (c) Whether or not the subdivision is achieved, MagneTek shall also pay one-half of Buyer's expense in obtaining a title insurance policy in respect of the Ground Lease and, if the subdivision is effected, in respect of the portion of the King Avenue Facility acquired pursuant to the subdivision (such title policy or policies being hereinafter referred to as the "Title Commitment"). If the subdivision is effected, NEC shall deliver a quit-claim deed to Buyer. (d) Whether or not the subdivision is achieved, within 180 days of the Closing Buyer shall, at Buyer's sole expense, (i) cause all utilities provided to Buyer at the King Avenue Facility to be separately metered and until the

zoning variances and other local approvals required to effect such subdivision and shall seek appropriate appellate review if any such approval is denied. Notwithstanding the foregoing, (i) MagneTek shall not be required to effect such subdivision if the terms imposed by any local authority would be significantly more burdensome as to NEC from those provided for in the Ground Lease and (ii) in no event will MagneTek be required to incur fees and expenses, including the fees and expenses incurred prior to the date hereof (but excluding the title insurance premium referred to in paragraph (c) below) in excess of an aggregate of $25,000; PROVIDED, HOWEVER, that if such amount is exceeded, Buyer may continue to pursue the subdivision at its own expense, subject to MagneTek's and NEC's rights set forth in clause (i) of this paragraph (b). Such $25,000 shall include an amount, not to exceed $2,500, to be expended in connection with the separation of underground drainage. (c) Whether or not the subdivision is achieved, MagneTek shall also pay one-half of Buyer's expense in obtaining a title insurance policy in respect of the Ground Lease and, if the subdivision is effected, in respect of the portion of the King Avenue Facility acquired pursuant to the subdivision (such title policy or policies being hereinafter referred to as the "Title Commitment"). If the subdivision is effected, NEC shall deliver a quit-claim deed to Buyer. (d) Whether or not the subdivision is achieved, within 180 days of the Closing Buyer shall, at Buyer's sole expense, (i) cause all utilities provided to Buyer at the King Avenue Facility to be separately metered and until the same is accomplished, the provisions of the Ground Lease in respect of utilities set forth in Section 17.1 thereof shall continue to apply, notwithstanding any prior termination of the Ground Lease and (ii) Buyer shall arrange for the Owned Property and the remainder of the King Avenue Property of NEC to be separately assessed in respect of property taxes. 6.5 ACQUISITION PROPOSALS. Neither Seller nor any Person authorized by Sellers shall solicit, initiate or encourage any acquisition proposal or engage in any discussion with respect thereto or provide information to any other person, concerning a possible sale of the Assets or the business of the Railroad SBU, unless MagneTek has made a reasonable determination that Buyer will not consummate the transaction provided for hereunder and has given notice to Buyer of such determination. 6.6 ACCOUNTS RECEIVABLE. Sellers agree promptly to forward to Buyer any and all proceeds from accounts receivable of the Railroad SBU that are received by either Seller to the 27

extent they pertain to products sold or services provided after the Closing Date. If, after the Closing Date, either Seller receives any payment from any Person who at the time of such payment has outstanding accounts payable to either Seller, on the one hand (for the purposes of this Section, "Seller Accounts Receivable"), and to Buyer, on the other hand (for the purposes of this Section, "Buyer Accounts Receivable"), and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyer Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Sellers and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire undisputed Seller Accounts Receivable and undisputed Buyer Accounts Receivable in chronological order based upon the period of time such accounts receivable have existed on the books of Sellers or the Buyer, as applicable. 6.7 NON-COMPETITION. (a) Subject to the terms, conditions and exceptions of this Section 6.7, MagneTek hereby agrees that neither MagneTek nor any Affiliate then controlled by MagneTek (a "MagneTek Affiliate"), for a period of three years from and after the Closing Date, will engage, directly or indirectly, whether as principal, consultant, investor or otherwise, in the design, development, fabrication, test or delivery of any of the products (which products are not sold by any other Division or Affiliate of MagneTek) currently sold by the Railroad SBU in the railroad market. Notwithstanding anything to the contrary in this Section 6.7, the acquisition by MagneTek of (i) any Person, less than 10% of the gross revenues of which are derived from a business involving the production of any of the products (which products are not sold by any other

extent they pertain to products sold or services provided after the Closing Date. If, after the Closing Date, either Seller receives any payment from any Person who at the time of such payment has outstanding accounts payable to either Seller, on the one hand (for the purposes of this Section, "Seller Accounts Receivable"), and to Buyer, on the other hand (for the purposes of this Section, "Buyer Accounts Receivable"), and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyer Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Sellers and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire undisputed Seller Accounts Receivable and undisputed Buyer Accounts Receivable in chronological order based upon the period of time such accounts receivable have existed on the books of Sellers or the Buyer, as applicable. 6.7 NON-COMPETITION. (a) Subject to the terms, conditions and exceptions of this Section 6.7, MagneTek hereby agrees that neither MagneTek nor any Affiliate then controlled by MagneTek (a "MagneTek Affiliate"), for a period of three years from and after the Closing Date, will engage, directly or indirectly, whether as principal, consultant, investor or otherwise, in the design, development, fabrication, test or delivery of any of the products (which products are not sold by any other Division or Affiliate of MagneTek) currently sold by the Railroad SBU in the railroad market. Notwithstanding anything to the contrary in this Section 6.7, the acquisition by MagneTek of (i) any Person, less than 10% of the gross revenues of which are derived from a business involving the production of any of the products (which products are not sold by any other Division or Affiliate of MagneTek) currently sold by the Railroad SBU in the railroad market (a "Competitive Business") or (ii) no more than 5% of any class of securities of a Person, if such securities are traded in any public market (within or outside of the United States) or 15% of any class of privately held securities of a Person, in either case if such Person derives 10% or more of its gross revenues from a Competitive Business, shall not constitute a breach of this Section 6.7. (b) The prohibition in Section 6.7(a) shall apply to all counties in the State of California and all similar political subdivisions or regions in all states of the United States and all geographical areas worldwide. MagneTek agrees that, in connection with the purchase by Buyer of the 28

Assets (including the goodwill) of the Railroad SBU, the time and geographic restrictions set forth above are reasonable. MagneTek agrees that the remedy at law for any breach by MagneTek of this Section 6.7 will be inadequate and that Buyer shall be entitled to injunctive relief. The parties intend that the unenforceability or invalidity of any term or provision of this Section 6.7 shall not render any other term or provision contained herein unenforceable or invalid. If the activities described in Section 6.7(a) or the period of time or the geographical area covered by this Section 6.7 should be deemed too extensive, then the parties intend that this Section 6.7 be construed to cover the maximum scope of business activities, period of time and geographical area (not exceeding those specifically set forth herein) as may be permissible under applicable law. 6.8 OFFSITE ASSETS. (a) To the extent the Assets set forth on Schedule 2.1(i) hereto remain at NEC facilities that are not being transferred to Buyer, NEC agrees to exercise reasonable care in respect thereof, and in no event less than it exercises with respect to its own assets. In the event Buyer wishes to remove such Assets, NEC shall cooperate in all reasonable respects, but Buyer shall bear all expenses associated therewith in excess of an aggregate (cumulated with any expenditures by MagneTek pursuant to Section 7.4 hereof) of $200,000, to be paid by MagneTek; (b) the Assets set forth on Schedule 2.1(i) shall be removed in accordance with the following schedule: (i) the Assets identified on Schedule 2.1(i) as the King Avenue Assets shall be removed by RPI within 120 days of the Closing Date; (ii) the Assets identified on Schedule 2.1(i) as the St. Jean Assets shall be removed by RPI within 60 days of termination of the Subcontract Agreement; (iii) the Assets identified on Schedule 2.1(i) as the Brownsville Assets shall be removed by RPI within 60 days of termination of the Supply Agreement; (iv) the Assets identified on Schedule 2.1(i) as the Dublin Road Assets shall be removed by RPI within 60 days of termination of the Service Agreement.

Assets (including the goodwill) of the Railroad SBU, the time and geographic restrictions set forth above are reasonable. MagneTek agrees that the remedy at law for any breach by MagneTek of this Section 6.7 will be inadequate and that Buyer shall be entitled to injunctive relief. The parties intend that the unenforceability or invalidity of any term or provision of this Section 6.7 shall not render any other term or provision contained herein unenforceable or invalid. If the activities described in Section 6.7(a) or the period of time or the geographical area covered by this Section 6.7 should be deemed too extensive, then the parties intend that this Section 6.7 be construed to cover the maximum scope of business activities, period of time and geographical area (not exceeding those specifically set forth herein) as may be permissible under applicable law. 6.8 OFFSITE ASSETS. (a) To the extent the Assets set forth on Schedule 2.1(i) hereto remain at NEC facilities that are not being transferred to Buyer, NEC agrees to exercise reasonable care in respect thereof, and in no event less than it exercises with respect to its own assets. In the event Buyer wishes to remove such Assets, NEC shall cooperate in all reasonable respects, but Buyer shall bear all expenses associated therewith in excess of an aggregate (cumulated with any expenditures by MagneTek pursuant to Section 7.4 hereof) of $200,000, to be paid by MagneTek; (b) the Assets set forth on Schedule 2.1(i) shall be removed in accordance with the following schedule: (i) the Assets identified on Schedule 2.1(i) as the King Avenue Assets shall be removed by RPI within 120 days of the Closing Date; (ii) the Assets identified on Schedule 2.1(i) as the St. Jean Assets shall be removed by RPI within 60 days of termination of the Subcontract Agreement; (iii) the Assets identified on Schedule 2.1(i) as the Brownsville Assets shall be removed by RPI within 60 days of termination of the Supply Agreement; (iv) the Assets identified on Schedule 2.1(i) as the Dublin Road Assets shall be removed by RPI within 60 days of termination of the Service Agreement. ARTICLE VII COVENANTS OF BUYER Buyer covenants and agrees as follows: 7.1 CONFIDENTIALITY. Buyer acknowledges that the information being provided to it by Sellers is subject to the terms of a confidentiality agreement between a representative of Buyer and Sellers dated as of January 24, 1994 (the "Confidentiality Agreement"), the terms of which are 29

incorporated herein by reference. Buyer hereby assumes all of the obligations of such representative under the Confidentiality Agreement. Effective upon, and only upon, the Closing, the Confidentiality Agreement will terminate; PROVIDED, HOWEVER, that Buyer acknowledges that the Confidentiality Agreement will terminate only with respect to information relating solely to the Railroad SBU; and PROVIDED, FURTHER, HOWEVER, that Buyer acknowledges that any and all other information provided to it by Sellers or Sellers' representatives concerning Sellers shall remain subject to the terms and conditions of the Confidentiality Agreement after the date of the Closing. 7.2 ACCOUNTS RECEIVABLE. Buyer agrees to promptly forward or cause to be forwarded to MagneTek any and all proceeds from accounts receivable of either Seller (including those comprising Excluded Assets) that are received by Buyer or the Railroad SBU after the Closing Date. If, after the Closing Date, Buyer receives any payment from any Person who at the time of such payment has outstanding accounts payable to Sellers, on the one hand (for the purposes of this Section, "Seller Accounts Receivable"), and to Buyer, on the other hand (for the purposes of this Section, "Buyer Accounts Receivable"), and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyers Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Sellers and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire undisputed Seller Accounts Receivable and undisputed Buyer Accounts Receivable in chronological order based upon the period of time such accounts receivable have existed on the books of the Sellers or Buyer, as applicable.

incorporated herein by reference. Buyer hereby assumes all of the obligations of such representative under the Confidentiality Agreement. Effective upon, and only upon, the Closing, the Confidentiality Agreement will terminate; PROVIDED, HOWEVER, that Buyer acknowledges that the Confidentiality Agreement will terminate only with respect to information relating solely to the Railroad SBU; and PROVIDED, FURTHER, HOWEVER, that Buyer acknowledges that any and all other information provided to it by Sellers or Sellers' representatives concerning Sellers shall remain subject to the terms and conditions of the Confidentiality Agreement after the date of the Closing. 7.2 ACCOUNTS RECEIVABLE. Buyer agrees to promptly forward or cause to be forwarded to MagneTek any and all proceeds from accounts receivable of either Seller (including those comprising Excluded Assets) that are received by Buyer or the Railroad SBU after the Closing Date. If, after the Closing Date, Buyer receives any payment from any Person who at the time of such payment has outstanding accounts payable to Sellers, on the one hand (for the purposes of this Section, "Seller Accounts Receivable"), and to Buyer, on the other hand (for the purposes of this Section, "Buyer Accounts Receivable"), and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyers Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Sellers and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire undisputed Seller Accounts Receivable and undisputed Buyer Accounts Receivable in chronological order based upon the period of time such accounts receivable have existed on the books of the Sellers or Buyer, as applicable. 7.3 WAIVER OF BULK SALES LAW COMPLIANCE. Buyer hereby waives compliance by NEC with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which Assets are located and all other similar Requirements of Law applicable to bulk sales and transfers, to the extent applicable to the Transactions. MagneTek shall indemnify Buyer in connection with the foregoing matters pursuant to Section 10.1(c) hereof. 7.4 EXCLUDED ASSETS. If, after the Closing Date, Excluded Assets shall remain on the premises utilized or controlled by Buyer, then (subject to the following sentence) Buyer shall take reasonable steps, at its own expense, (provided that MagneTek shall pay up to $200,000 cumulatively with expenditures under Section 6.8 hereof) to deliver such 30

Excluded Assets to Sellers, and so long as such assets remain in Buyer's control, shall exercise reasonable care with respect thereto, and in no event less care than with respect to its own properties. 7.5 INSURANCE. Buyer shall secure insurance with respect to the Railroad SBU from the Closing Date covering general liability and products liability in amounts customary for the industry in which the Railroad SBU operates. (28) Includes list of omitted Schedules and Exhibits, which will be provided by the Registrant upon request. ARTICLE VIII MUTUAL COVENANTS Each of Sellers and Buyer covenants and agrees as follows: 31

8.1 PERMITS AND CONSENTS. (a) As promptly as practicable after the date hereof, Buyer and Sellers shall make all filings with governmental bodies and other regulatory authorities, and use all reasonable efforts to obtain all permits, approvals,

Excluded Assets to Sellers, and so long as such assets remain in Buyer's control, shall exercise reasonable care with respect thereto, and in no event less care than with respect to its own properties. 7.5 INSURANCE. Buyer shall secure insurance with respect to the Railroad SBU from the Closing Date covering general liability and products liability in amounts customary for the industry in which the Railroad SBU operates. (28) Includes list of omitted Schedules and Exhibits, which will be provided by the Registrant upon request. ARTICLE VIII MUTUAL COVENANTS Each of Sellers and Buyer covenants and agrees as follows: 31

8.1 PERMITS AND CONSENTS. (a) As promptly as practicable after the date hereof, Buyer and Sellers shall make all filings with governmental bodies and other regulatory authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Sellers shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Sellers and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts and that Sellers will not assign to buyer at the Closing any Assigned Contract that by its terms requires, prior to such assignment, the consent of any other contracting party thereto unless such consent has been obtained prior to the Closing Date. (b) Buyer agrees that Sellers shall not have any liability whatsoever to buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation or warranty of MagneTek or covenant of MagneTek or of NEC contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Sellers shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that Sellers commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment by reason of any such consents that are not obtained. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date sellers shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Sellers shall continue to use reasonable efforts to obtain the consent of all required parties to the assignment of such Assigned Contract. Such Assigned Contract 32

shall be promptly assigned by Sellers to Buyer after receipt of such consent after the Closing Date. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that Sellers may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of Sellers to be performed under such Assigned Contract after the Closing Date.

8.1 PERMITS AND CONSENTS. (a) As promptly as practicable after the date hereof, Buyer and Sellers shall make all filings with governmental bodies and other regulatory authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Sellers shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Sellers and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts and that Sellers will not assign to buyer at the Closing any Assigned Contract that by its terms requires, prior to such assignment, the consent of any other contracting party thereto unless such consent has been obtained prior to the Closing Date. (b) Buyer agrees that Sellers shall not have any liability whatsoever to buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation or warranty of MagneTek or covenant of MagneTek or of NEC contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Sellers shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that Sellers commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment by reason of any such consents that are not obtained. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date sellers shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Sellers shall continue to use reasonable efforts to obtain the consent of all required parties to the assignment of such Assigned Contract. Such Assigned Contract 32

shall be promptly assigned by Sellers to Buyer after receipt of such consent after the Closing Date. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that Sellers may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of Sellers to be performed under such Assigned Contract after the Closing Date. 8.2 COOPERATION. Buyer and Sellers shall cooperate with each other and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing to ensure the orderly transition of the Railroad SBU to Buyer and to minimize any disruption to the respective businesses of Sellers or the Railroad SBU that might result from the Transactions. Neither party shall be required by this Section 8.2 to take any action that would unreasonably interfere with the conduct of its business. 8.3 PUBLICITY. Sellers and Buyer agree that, from the date hereof through the Closing Date, no public release or announcement concerning the Transactions shall be issued by any party without the prior consent of the other parties (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by any Requirement of Law, in which case the party required to make the release or announcement shall allow the other parties reasonable time to comment on such release or announcement in advance of such issuance. 8.4 REASONABLE EFFORTS AND FURTHER ASSURANCES. Subject to the terms and conditions of this Agreement (including the limitations set forth in Section 8.1), each party will use all reasonable efforts to cause the Closing to occur. Sellers and Buyer shall, at any time and from time to time after the Closing, upon the reasonable request of another party, execute, acknowledge, deliver and file all such further acts, transfers, conveyances, assignments and assurances as may

shall be promptly assigned by Sellers to Buyer after receipt of such consent after the Closing Date. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that Sellers may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of Sellers to be performed under such Assigned Contract after the Closing Date. 8.2 COOPERATION. Buyer and Sellers shall cooperate with each other and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing to ensure the orderly transition of the Railroad SBU to Buyer and to minimize any disruption to the respective businesses of Sellers or the Railroad SBU that might result from the Transactions. Neither party shall be required by this Section 8.2 to take any action that would unreasonably interfere with the conduct of its business. 8.3 PUBLICITY. Sellers and Buyer agree that, from the date hereof through the Closing Date, no public release or announcement concerning the Transactions shall be issued by any party without the prior consent of the other parties (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by any Requirement of Law, in which case the party required to make the release or announcement shall allow the other parties reasonable time to comment on such release or announcement in advance of such issuance. 8.4 REASONABLE EFFORTS AND FURTHER ASSURANCES. Subject to the terms and conditions of this Agreement (including the limitations set forth in Section 8.1), each party will use all reasonable efforts to cause the Closing to occur. Sellers and Buyer shall, at any time and from time to time after the Closing, upon the reasonable request of another party, execute, acknowledge, deliver and file all such further acts, transfers, conveyances, assignments and assurances as may reasonably be required to effect the transactions. 8.5 RECORDS. On the Closing Date, Sellers shall deliver or cause to be delivered to Buyer all records (including copies of any material records that would constitute Records under the definition thereof set forth in Section 2.1(g) if such material records were located at the King Avenue or Dublin Road facility) included in the assets, which are in the possession of MagneTek or NEC to the extent not then in the possession of the Railroad SBU, except any Records relating to Excluded Liabilities (including, without limitation, to any Tax liability of Sellers or to any 33

litigation or claim not assumed by Buyer hereunder). After the Closing, upon reasonable written notice and at Buyer's sole expense, Sellers agree to furnish or cause to be furnished to Buyer and its representatives (including its auditors), access at reasonable times and during normal business hours to such information relating to the Railroad SBU in Sellers' possession as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax Claim or assessment; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of Sellers, Buyer or the Railroad SBU. 8.6 ACCESS TO FORMER BUSINESS RECORDS; COOPERATION IN LITIGATION. (a) For a period of seven years following the Closing, Buyer will retain all records. During such period, Buyer will afford authorized representatives of Sellers (including their auditors) access to such records at reasonable times and during normal business hours at the principal business office of the Railroad SBU, or at such other location or locations at which such Records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such records, or to obtain temporary possession of any thereof as may be reasonably required by Sellers at Sellers' sole cost and expense. During such period, Buyer will, at Sellers' expense (limited, however, to Buyer's reasonable out-of-pocket expenditures without regard to any employee cost or other overhead expenses), cooperate with Sellers in furnishing information, evidence, testimony, and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which Sellers or any of their Affiliates is subject relating to the business of the Railroad SBU prior to the Closing. The term "Record" as used in this Section 8.6 shall include any data processing files or other

litigation or claim not assumed by Buyer hereunder). After the Closing, upon reasonable written notice and at Buyer's sole expense, Sellers agree to furnish or cause to be furnished to Buyer and its representatives (including its auditors), access at reasonable times and during normal business hours to such information relating to the Railroad SBU in Sellers' possession as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax Claim or assessment; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of Sellers, Buyer or the Railroad SBU. 8.6 ACCESS TO FORMER BUSINESS RECORDS; COOPERATION IN LITIGATION. (a) For a period of seven years following the Closing, Buyer will retain all records. During such period, Buyer will afford authorized representatives of Sellers (including their auditors) access to such records at reasonable times and during normal business hours at the principal business office of the Railroad SBU, or at such other location or locations at which such Records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such records, or to obtain temporary possession of any thereof as may be reasonably required by Sellers at Sellers' sole cost and expense. During such period, Buyer will, at Sellers' expense (limited, however, to Buyer's reasonable out-of-pocket expenditures without regard to any employee cost or other overhead expenses), cooperate with Sellers in furnishing information, evidence, testimony, and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which Sellers or any of their Affiliates is subject relating to the business of the Railroad SBU prior to the Closing. The term "Record" as used in this Section 8.6 shall include any data processing files or other computerized data. (b) Buyer acknowledges the existence of the Dublin Road Dispute. Buyer further acknowledges, without limiting the generality of the foregoing provisions of this Section 8.6, that its obligations of cooperation with Sellers may include extensive devotion of time (including travel, at the reasonable expense of MagneTek) of employees of Buyer and may otherwise involve investigation and remediation activities that are disruptive to the business of the Railroad SBU. Buyer expressly covenants to make such personnel as may be reasonably requested by Sellers available in the event of such pre-trial proceedings and/or litigation. 34

8.7 USE OF TRADEMARKS AND TRADE NAMES. Notwithstanding anything to the contrary in this Agreement, Buyer may continue to use the name "MagneTek" and related trademarks, corporate names, and trade names incorporating "MagneTek and NEC," and the stylized "MagneTek and NEC" logos (i) in displays, signage and postings for the period after the closing date necessary to permit the reasonably prompt removal of such names, and only to the extent such displays, signage or postings exist on the Closing Date; (ii) for a period of two years, to state the Railroad SBU's former affiliation with NEC (e.g., formerly a division of "MagneTek National Electric Coil, Inc.") and (iii) to the extent any such trade names, trademarks, service marks or logos appear on stationery, packaging materials, supplies or inventory on hand as of the Closing Date or on order at the time of the Closing, until such is exhausted. 8.8 REQUIRED MODIFICATIONS OR REPLACEMENTS OF PRODUCTS. The following provisions of this Section 8.8 shall govern the responsibilities of Buyer and MagneTek regarding Required Modifications: (a) Buyer shall advise MagneTek promptly after becoming aware of any Required Modifications to the products shipped by the Railroad SBU prior to the Closing Date to the extent MagneTek would be required to indemnify Buyer for any claims in respect of such products. (b) Whether or not Buyer gives the foregoing notice, Buyer shall make any Required Modifications to products shipped by the Railroad SBU prior to the Closing Date which are necessary or advisable, in the reasonable discretion of MagneTek. If the cost to MagneTek under Section 8.8(c) of implementing any such Required Modification exceeds the cost to MagneTek of replacing such products, Buyer shall replace such products. The obligation of Buyer hereunder shall include, but not be limited to, such actions as MagneTek may reasonably request for (i) the notification of customer and other third parties in possession of the applicable products, (ii) the shipping of such products, if necessary, to and from Buyer's facilities for modification, improvement, enhancement or replacement, (iii) the production of replacement products, parts or supplies necessary for the implementation

8.7 USE OF TRADEMARKS AND TRADE NAMES. Notwithstanding anything to the contrary in this Agreement, Buyer may continue to use the name "MagneTek" and related trademarks, corporate names, and trade names incorporating "MagneTek and NEC," and the stylized "MagneTek and NEC" logos (i) in displays, signage and postings for the period after the closing date necessary to permit the reasonably prompt removal of such names, and only to the extent such displays, signage or postings exist on the Closing Date; (ii) for a period of two years, to state the Railroad SBU's former affiliation with NEC (e.g., formerly a division of "MagneTek National Electric Coil, Inc.") and (iii) to the extent any such trade names, trademarks, service marks or logos appear on stationery, packaging materials, supplies or inventory on hand as of the Closing Date or on order at the time of the Closing, until such is exhausted. 8.8 REQUIRED MODIFICATIONS OR REPLACEMENTS OF PRODUCTS. The following provisions of this Section 8.8 shall govern the responsibilities of Buyer and MagneTek regarding Required Modifications: (a) Buyer shall advise MagneTek promptly after becoming aware of any Required Modifications to the products shipped by the Railroad SBU prior to the Closing Date to the extent MagneTek would be required to indemnify Buyer for any claims in respect of such products. (b) Whether or not Buyer gives the foregoing notice, Buyer shall make any Required Modifications to products shipped by the Railroad SBU prior to the Closing Date which are necessary or advisable, in the reasonable discretion of MagneTek. If the cost to MagneTek under Section 8.8(c) of implementing any such Required Modification exceeds the cost to MagneTek of replacing such products, Buyer shall replace such products. The obligation of Buyer hereunder shall include, but not be limited to, such actions as MagneTek may reasonably request for (i) the notification of customer and other third parties in possession of the applicable products, (ii) the shipping of such products, if necessary, to and from Buyer's facilities for modification, improvement, enhancement or replacement, (iii) the production of replacement products, parts or supplies necessary for the implementation of the product modification, enhancement, improvement or replacement, (iv) the installation, modification or replacement of the product by personnel of Buyer, either at the customer's location or at Buyer's facilities, as appropriate, and (v) recordkeeping and reports with respect to such product modifications, enhancements, improvements or replacements to the extent required by law or reasonably requested by MagneTek. 35

(c) MagneTek shall reimburse Buyer for direct materials, direct labor and factory overhead incurred by Buyer in installing or implementing any Required Modification under Section 8.8(b) or in producing any replacement products, parts or supplies under section 8.8(b), together with all reasonable out-of-pocket shipping, postage and printing costs incurred by Buyer in connection therewith. ARTICLE IX EMPLOYEE BENEFIT MATTERS 9.1 EMPLOYEE RETENTION. Buyer shall offer employment to commence as of the Closing Date to all Railroad SBU Employees other than those set forth on Schedule I to the Services Agreement, at the same salaries and wages and on substantially the same terms and conditions as those in effect immediately prior to the Closing Date. Effective upon termination of the Services Agreement (the "Termination Date"), Buyer shall similarly offer employment to commence on such date to all Railroad SBU Employees set forth on Schedule I to the Services Agreement, at the same salaries and wages and on substantially the same terms and conditions as those in effect immediately prior to the Termination Date. Buyer has no present intention (subject to its discretion as to employee performance) to terminate the employment of any Railroad SBU Employee within the sixty (60) days following the later of the Closing Date and the Termination Date, and Buyer assumes all obligations and liabilities, if any, under the Worker Adjustment and Retraining Notification Act (the "WARN Act") and any analogous Ohio legislation relating to or arising out of the Transactions. Buyer also agrees to comply with the terms of the WARN Act and any analogous Ohio legislation following the Closing Date. 9.2 EMPLOYEE BENEFIT PLANS. Effective as of the Closing Date or the Termination Date, as applicable, (a) Railroad SBU Employees shall cease accruing any benefits under any Seller Plan, and MagneTek shall take, or cause to be taken, all such action, if any, as may be necessary to effect such cessation of participation and (b)

(c) MagneTek shall reimburse Buyer for direct materials, direct labor and factory overhead incurred by Buyer in installing or implementing any Required Modification under Section 8.8(b) or in producing any replacement products, parts or supplies under section 8.8(b), together with all reasonable out-of-pocket shipping, postage and printing costs incurred by Buyer in connection therewith. ARTICLE IX EMPLOYEE BENEFIT MATTERS 9.1 EMPLOYEE RETENTION. Buyer shall offer employment to commence as of the Closing Date to all Railroad SBU Employees other than those set forth on Schedule I to the Services Agreement, at the same salaries and wages and on substantially the same terms and conditions as those in effect immediately prior to the Closing Date. Effective upon termination of the Services Agreement (the "Termination Date"), Buyer shall similarly offer employment to commence on such date to all Railroad SBU Employees set forth on Schedule I to the Services Agreement, at the same salaries and wages and on substantially the same terms and conditions as those in effect immediately prior to the Termination Date. Buyer has no present intention (subject to its discretion as to employee performance) to terminate the employment of any Railroad SBU Employee within the sixty (60) days following the later of the Closing Date and the Termination Date, and Buyer assumes all obligations and liabilities, if any, under the Worker Adjustment and Retraining Notification Act (the "WARN Act") and any analogous Ohio legislation relating to or arising out of the Transactions. Buyer also agrees to comply with the terms of the WARN Act and any analogous Ohio legislation following the Closing Date. 9.2 EMPLOYEE BENEFIT PLANS. Effective as of the Closing Date or the Termination Date, as applicable, (a) Railroad SBU Employees shall cease accruing any benefits under any Seller Plan, and MagneTek shall take, or cause to be taken, all such action, if any, as may be necessary to effect such cessation of participation and (b) with respect to Railroad SBU Employees who are not members of a collective bargaining unit, Buyer shall establish employee benefit plans providing benefits which in the aggregate are substantially the same as the benefits provided to such Railroad SBU Employees under Seller Plans (the "Buyer's Benefit Plans"). With respect to the Buyer's Benefit Plans, Buyer shall grant all Railroad SBU Employees from and after the Closing Date (or the Termination Date, as applicable) credit for all service with Sellers and their Affiliates and their respective predecessors prior to the Closing Date for all purposes (other than the accrual of benefits under a defined benefit pension 36

plan, however, this proviso shall not preclude Buyer from granting such credit) for which such service was recognized by Sellers and their Affiliates. With respect to Buyer's Benefit Plans (and any plan established or adopted pursuant to Section 9.4) that provide medical or dental benefits after the Closing Date (or the Termination Date, as applicable), such plans shall waive any exclusion or limitation with respect to pre-existing conditions and actively-at-work exclusions and shall provide that any expenses incurred on or before the Closing Date by a Railroad SBU Employee or his covered dependents shall be taken into account under such health plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. Buyer shall also cause its health plan(s) to be responsible for all health benefit claims by Railroad SBU Employees and their covered dependents for services rendered after the Closing Date or the Termination Date, as applicable. 9.3 EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS. On, and effective as of, the Closing Date or the Termination Date, as applicable, Buyer shall expressly recognize any collective bargaining representative recognized by Sellers as of the Closing Date (or the Termination Date, as applicable) for any units that include Railroad SBU Employees and shall either: (i) assume any collective bargaining agreements existing on the Closing Date with respect to Railroad SBU employees ("Bargaining Employees"), or (ii) negotiate with any such collective bargaining representative(s) a new collective bargaining agreement(s) covering such Bargaining Employees; PROVIDED, HOWEVER, in either case, Buyer shall assume and discharge all of Sellers' obligations (except for obligations to make salary and similar payments due prior to the Closing Date (or the Termination Date, as applicable)) with respect to the Bargaining Employees under any such bargaining agreements (including the Collective Bargaining Agreement), on or after the Closing Date or the Termination Date, as applicable. 9.4 BARGAINING PLANS. Effective as of the Closing Date and the Termination Date, as applicable, Buyer

plan, however, this proviso shall not preclude Buyer from granting such credit) for which such service was recognized by Sellers and their Affiliates. With respect to Buyer's Benefit Plans (and any plan established or adopted pursuant to Section 9.4) that provide medical or dental benefits after the Closing Date (or the Termination Date, as applicable), such plans shall waive any exclusion or limitation with respect to pre-existing conditions and actively-at-work exclusions and shall provide that any expenses incurred on or before the Closing Date by a Railroad SBU Employee or his covered dependents shall be taken into account under such health plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. Buyer shall also cause its health plan(s) to be responsible for all health benefit claims by Railroad SBU Employees and their covered dependents for services rendered after the Closing Date or the Termination Date, as applicable. 9.3 EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS. On, and effective as of, the Closing Date or the Termination Date, as applicable, Buyer shall expressly recognize any collective bargaining representative recognized by Sellers as of the Closing Date (or the Termination Date, as applicable) for any units that include Railroad SBU Employees and shall either: (i) assume any collective bargaining agreements existing on the Closing Date with respect to Railroad SBU employees ("Bargaining Employees"), or (ii) negotiate with any such collective bargaining representative(s) a new collective bargaining agreement(s) covering such Bargaining Employees; PROVIDED, HOWEVER, in either case, Buyer shall assume and discharge all of Sellers' obligations (except for obligations to make salary and similar payments due prior to the Closing Date (or the Termination Date, as applicable)) with respect to the Bargaining Employees under any such bargaining agreements (including the Collective Bargaining Agreement), on or after the Closing Date or the Termination Date, as applicable. 9.4 BARGAINING PLANS. Effective as of the Closing Date and the Termination Date, as applicable, Buyer shall establish for the benefit of the Bargaining Employees such employee benefit plans as are required by the collective bargaining agreement that includes the Railroad SBU ("Buyer's Bargaining Plans"). 9.5 VACATION, HOLIDAY AND SEVERANCE PAY. As of the Closing Date and the Termination Date, as applicable, Buyer shall assume all of Sellers' obligations for vacation (including accrued vacation), holiday and severance (if any) pay to all Railroad SBU Employees. 37

9.6 ACCESS TO INFORMATION. Sellers shall make reasonably available to Buyer such actuarial, financial, personnel and related information as may be reasonably requested by Buyer with respect to any Seller Plan as it relates to a Railroad SBU Employee, including, but not limited to, compensation and employment histories. 9.7 THIRD-PARTY BENEFICIARIES. No provision of this Article IX shall create any third-party beneficiary rights in any employee or former employee of the Railroad SBU (including any beneficiary or dependent thereof), including, without limitation, any right to continued employment or employment in any particular position with Buyer for any specified period of time after the Closing Date or Termination Date. ARTICLE X INDEMNIFICATION 10.1 INDEMNIFICATION BY MagneTek. Subject to the terms and conditions of this Article X, MagneTek shall indemnify Buyer and each of its officers, directors, employees and agents (each, a "Buyer Indemnified Person") against, and hold them harmless from, any Loss suffered or incurred by any such Buyer Indemnified Person (other than any Loss relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of MagneTek contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto, (b) any breach of any covenant of MagneTek contained in this Agreement or the Services Agreement requiring performance after the Closing Date or (c) if the Closing occurs, the existence of, or the failure of Sellers to pay, perform and discharge when due, any of the Excluded Liabilities (including, without limitation, any Losses as a result of the failure of NEC to comply with any bulk sales laws referred to in Section 7.3); PROVIDED, HOWEVER, that MagneTek shall not have any liability under this Section 10.1 unless the aggregate of all Losses relating thereto for which MagneTek would, but for this proviso, be liable exceeds on a cumulative basis with

9.6 ACCESS TO INFORMATION. Sellers shall make reasonably available to Buyer such actuarial, financial, personnel and related information as may be reasonably requested by Buyer with respect to any Seller Plan as it relates to a Railroad SBU Employee, including, but not limited to, compensation and employment histories. 9.7 THIRD-PARTY BENEFICIARIES. No provision of this Article IX shall create any third-party beneficiary rights in any employee or former employee of the Railroad SBU (including any beneficiary or dependent thereof), including, without limitation, any right to continued employment or employment in any particular position with Buyer for any specified period of time after the Closing Date or Termination Date. ARTICLE X INDEMNIFICATION 10.1 INDEMNIFICATION BY MagneTek. Subject to the terms and conditions of this Article X, MagneTek shall indemnify Buyer and each of its officers, directors, employees and agents (each, a "Buyer Indemnified Person") against, and hold them harmless from, any Loss suffered or incurred by any such Buyer Indemnified Person (other than any Loss relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of MagneTek contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto, (b) any breach of any covenant of MagneTek contained in this Agreement or the Services Agreement requiring performance after the Closing Date or (c) if the Closing occurs, the existence of, or the failure of Sellers to pay, perform and discharge when due, any of the Excluded Liabilities (including, without limitation, any Losses as a result of the failure of NEC to comply with any bulk sales laws referred to in Section 7.3); PROVIDED, HOWEVER, that MagneTek shall not have any liability under this Section 10.1 unless the aggregate of all Losses relating thereto for which MagneTek would, but for this proviso, be liable exceeds on a cumulative basis with Losses for which Buyer is indemnified under Section 10.3, an amount equal to $50,000 (and then only to the extent of any such excess); and PROVIDED FURTHER, HOWEVER, that MagneTek's aggregate liability under this Section 10.1 and Section 10.3 shall in no event exceed $6,000,000. Notwithstanding the foregoing, MagneTek shall have no obligation to indemnify Buyer with respect to any Loss, including but not limited to, any breach of the representations set forth in Section 4.5, which are within the scope of the Title Commitment, and Buyer agrees that its sole 38

recourse with respect to such matters shall be against the issuer of the Title Commitment. Moreover, for avoidance of doubt, the parties agree that the indemnification provided for in this Section 10.1 in respect of a breach of the Services Agreement includes an indemnification (subject to all of the terms and conditions of this Article X) for any Loss incurred as a result of any legal claim, action, proceeding or demand that may be made or asserted against Buyer by the Dublin Road Partnership, its successors or assigns, or a mortgagee thereof in connection with the Services Agreement or which may frustrate the performance by either party thereof, whether or not such claim, action, proceeding or demand can be attributed to any direct or indirect breach by MagneTek of such Services Agreement. 10.2 INDEMNIFICATION BY BUYER. Subject to the terms and conditions of this Article X, Buyer shall indemnify Sellers and each of their respective officers, directors, employees and agents (each, a "Seller Indemnified Person") against, and hold them harmless from, any Loss suffered or incurred by any such Seller Indemnified Person (other than any relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of Buyer contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto or in connection herewith, (b) any breach of any covenant of Buyer contained in this Agreement or the Services Agreement requiring performance after the Closing Date, (c) if the Closing occurs, the existence of, or the failure of Buyer to pay, perform and discharge when due, any of the Assumed Liabilities and (d) if the Closing occurs, the ongoing operations of Buyer and the Assets after the Closing Date; PROVIDED, HOWEVER, that Buyer shall not have any liability under this Section 10.2 unless the aggregate of all Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis with Losses for which Seller is indemnified under Section 10.3, an amount equal to $50,000

recourse with respect to such matters shall be against the issuer of the Title Commitment. Moreover, for avoidance of doubt, the parties agree that the indemnification provided for in this Section 10.1 in respect of a breach of the Services Agreement includes an indemnification (subject to all of the terms and conditions of this Article X) for any Loss incurred as a result of any legal claim, action, proceeding or demand that may be made or asserted against Buyer by the Dublin Road Partnership, its successors or assigns, or a mortgagee thereof in connection with the Services Agreement or which may frustrate the performance by either party thereof, whether or not such claim, action, proceeding or demand can be attributed to any direct or indirect breach by MagneTek of such Services Agreement. 10.2 INDEMNIFICATION BY BUYER. Subject to the terms and conditions of this Article X, Buyer shall indemnify Sellers and each of their respective officers, directors, employees and agents (each, a "Seller Indemnified Person") against, and hold them harmless from, any Loss suffered or incurred by any such Seller Indemnified Person (other than any relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (a) if the Closing occurs, any breach of any representation or warranty of Buyer contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto or in connection herewith, (b) any breach of any covenant of Buyer contained in this Agreement or the Services Agreement requiring performance after the Closing Date, (c) if the Closing occurs, the existence of, or the failure of Buyer to pay, perform and discharge when due, any of the Assumed Liabilities and (d) if the Closing occurs, the ongoing operations of Buyer and the Assets after the Closing Date; PROVIDED, HOWEVER, that Buyer shall not have any liability under this Section 10.2 unless the aggregate of all Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis with Losses for which Seller is indemnified under Section 10.3, an amount equal to $50,000 (and then only to the extent of such excess); and PROVIDED FURTHER, HOWEVER, that Buyer's aggregate liability under clauses (a) and (b) of this Section 10.2 shall in no event exceed $6,000,000. 10.3 INDEMNIFICATION FOR ENVIRONMENTAL MATTERS. (a) Subject to the terms and conditions of this Article X and except as set forth below in Section 10.3(b), MagneTek shall indemnify and hold Buyer Indemnified Persons harmless from and against all Losses resulting from claims or demands by any Governmental Authority or any third party which is unrelated to Buyer or its 39

Affiliates arising under any Environmental Law to the extent such Losses (a) are attributable to the use and/or occupancy of any premises owned or used by Sellers prior to the Closing Date (a "Seller Facility") or to Hazardous Substances transported offsite from a Seller Facility for treatment, storage or disposal prior to the Closing and (b) exceed, on a cumulative basis with Losses for which Buyer is indemnified under Section 10.1, an amount equal to $50,000; but only to the extent of such excess and PROVIDED, FURTHER, that MagneTek's aggregate liability under this Section 10.3(a), Section 10.3(b) and Section 10.1 shall in no event exceed $6,000,000. MagneTek's indemnification liability hereunder shall in no event be construed to extend to or include any remediation or other liability arising as a result of the presence or removal of asbestos in or upon any of the improvements located on the Railroad SBU Property at any time. MagneTek's obligation to indemnify Buyer under this Section 10.3(a) shall expire on the second anniversary of the Closing Date, and Buyer hereby expressly releases MagneTek from and after such second anniversary from any liability in respect of the matters covered by such indemnification, whether arising by statute or common law, or otherwise. Notwithstanding the foregoing and except as set forth below in Section 10.3(b), MagneTek shall have no obligation to indemnify any Buyer Indemnified Person with respect to conditions that existed prior to the utilization of the King Avenue Facility that commenced in 1933. Buyer shall indemnify and hold each Seller Indemnified Person harmless from and against all Losses resulting from claims or demands by any Governmental Authority or third-party arising under any Environmental Law to the extent such Losses are attributable to Buyer's use and/or occupancy of any Seller Facility. Moreover, notwithstanding Section 10.3(b) or any other provision hereof, no Buyer Indemnified Person shall be indemnified or held harmless by MagneTek, and Buyer shall indemnify and hold harmless each Seller Indemnified Person, to the extent any representation or warranty in any Key Employee Certificate shall prove untrue in any material respect. (b) Notwithstanding the foregoing, solely in respect of the Dublin Road Facility, MagneTek shall indemnify and

Affiliates arising under any Environmental Law to the extent such Losses (a) are attributable to the use and/or occupancy of any premises owned or used by Sellers prior to the Closing Date (a "Seller Facility") or to Hazardous Substances transported offsite from a Seller Facility for treatment, storage or disposal prior to the Closing and (b) exceed, on a cumulative basis with Losses for which Buyer is indemnified under Section 10.1, an amount equal to $50,000; but only to the extent of such excess and PROVIDED, FURTHER, that MagneTek's aggregate liability under this Section 10.3(a), Section 10.3(b) and Section 10.1 shall in no event exceed $6,000,000. MagneTek's indemnification liability hereunder shall in no event be construed to extend to or include any remediation or other liability arising as a result of the presence or removal of asbestos in or upon any of the improvements located on the Railroad SBU Property at any time. MagneTek's obligation to indemnify Buyer under this Section 10.3(a) shall expire on the second anniversary of the Closing Date, and Buyer hereby expressly releases MagneTek from and after such second anniversary from any liability in respect of the matters covered by such indemnification, whether arising by statute or common law, or otherwise. Notwithstanding the foregoing and except as set forth below in Section 10.3(b), MagneTek shall have no obligation to indemnify any Buyer Indemnified Person with respect to conditions that existed prior to the utilization of the King Avenue Facility that commenced in 1933. Buyer shall indemnify and hold each Seller Indemnified Person harmless from and against all Losses resulting from claims or demands by any Governmental Authority or third-party arising under any Environmental Law to the extent such Losses are attributable to Buyer's use and/or occupancy of any Seller Facility. Moreover, notwithstanding Section 10.3(b) or any other provision hereof, no Buyer Indemnified Person shall be indemnified or held harmless by MagneTek, and Buyer shall indemnify and hold harmless each Seller Indemnified Person, to the extent any representation or warranty in any Key Employee Certificate shall prove untrue in any material respect. (b) Notwithstanding the foregoing, solely in respect of the Dublin Road Facility, MagneTek shall indemnify and hold each Buyer Indemnified Person harmless from and against all Losses resulting from claims or demands by any Governmental Authority or any third-party which is unrelated to Buyer or its Affiliates arising under any Environmental Law including, without limitation, any Losses resulting from the Dublin Road Dispute, to the extent such Losses exceed, independent of matters for which Buyer is indemnified under Section 10.1 or Section 10.3 (a), an amount equal to $25,000, but only to the extent of such excess and PROVIDED, FURTHER, that MagneTek's aggregate liability under this Section 10.3(b), Section 10.3(a) and Section 10.1 shall in no 40

event exceed $6,000,000. The indemnification in this Section 10.3(b) shall extend to and include events which occurred prior to NEC's occupation of the Dublin Road Facility. MagneTek's obligation to indemnify Buyer Indemnified Persons under this Section 10.3(b) shall expire on the fifteenth anniversary of the Closing Date, and Buyer hereby expressly releases MagneTek from and after such fifteenth anniversary from any liability in respect of the matters covered by such indemnification, whether arising by statute or common law, or otherwise. 10.4 LOSSES NET OF INSURANCE, ETC. (a) The amount of any Loss for which indemnification is provided under this Article X shall be net of any amounts recovered or recoverable by the Indemnified Person under insurance policies with respect to such Loss and of any reserve in respect thereof reflected on the Closing Balance Sheet. (b) If the Indemnifying Person makes any payment under this Article X in respect of any Loss, the Indemnifying Person shall be subrogated, to the extent of such payment, to the rights of the Indemnified Person against any insurer or third party with respect to such Losses. The Indemnified Person shall execute any required documents or instruments, serve as a named plaintiff, or take any other similar steps necessary to effectuate such subrogation. (c) Notwithstanding anything to the contrary elsewhere in this Agreement, no Indemnifying Person shall, in any event, be liable to the other party for any consequential damages, including, but not limited to, loss of revenue or income, business interruption, cost of capital, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement. Each party agrees that it will not seek punitive damages as to any matter under, relating to or arising out of the Transactions. The foregoing shall not be interpreted, however, to limit indemnification for Losses incurred as a result of the assertion by a claimant (other than the parties hereto and

event exceed $6,000,000. The indemnification in this Section 10.3(b) shall extend to and include events which occurred prior to NEC's occupation of the Dublin Road Facility. MagneTek's obligation to indemnify Buyer Indemnified Persons under this Section 10.3(b) shall expire on the fifteenth anniversary of the Closing Date, and Buyer hereby expressly releases MagneTek from and after such fifteenth anniversary from any liability in respect of the matters covered by such indemnification, whether arising by statute or common law, or otherwise. 10.4 LOSSES NET OF INSURANCE, ETC. (a) The amount of any Loss for which indemnification is provided under this Article X shall be net of any amounts recovered or recoverable by the Indemnified Person under insurance policies with respect to such Loss and of any reserve in respect thereof reflected on the Closing Balance Sheet. (b) If the Indemnifying Person makes any payment under this Article X in respect of any Loss, the Indemnifying Person shall be subrogated, to the extent of such payment, to the rights of the Indemnified Person against any insurer or third party with respect to such Losses. The Indemnified Person shall execute any required documents or instruments, serve as a named plaintiff, or take any other similar steps necessary to effectuate such subrogation. (c) Notwithstanding anything to the contrary elsewhere in this Agreement, no Indemnifying Person shall, in any event, be liable to the other party for any consequential damages, including, but not limited to, loss of revenue or income, business interruption, cost of capital, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement. Each party agrees that it will not seek punitive damages as to any matter under, relating to or arising out of the Transactions. The foregoing shall not be interpreted, however, to limit indemnification for Losses incurred as a result of the assertion by a claimant (other than the parties hereto and their successors and assigns), in a Third-Party Claim (as defined below) of claims for damages of the foregoing type. (d) The parties hereto agree that the indemnification provisions of this Article X are intended to provide the exclusive remedy as to all Losses any Indemnified Person may incur arising from or relating to the Transactions, and each party hereby waives, to the extent they may do so, any other rights or remedies that may arise under any applicable statute, rule or regulation. Moreover, notwithstanding anything to the contrary in this Agreement, 41

Buyer waives no rights it may have or come to have or to pursue against any predecessors of MagneTek or NEC. 10.5 TERMINATION OF INDEMNIFICATION. The obligations to indemnify and hold harmless a party hereto, (A) pursuant to Sections 10.1(a) and 10.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.8, (B) pursuant to Section 10.3, shall terminate as and to the extent set forth therein and (C) pursuant to Sections 10.1(b) and 10.2(b), shall terminate on the second anniversary of the Closing Date (except as to Section 6.7, which shall survive for the period set forth therein and Section 8.6(b) which shall survive until the fifteenth anniversary of the Closing Date; PROVIDED, HOWEVER, that as to clauses (A), (B) and (C) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis (whether or not the amount of Losses related to such claim is then known or estimable) of such claim) to the Indemnifying Person. 10.6 PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Person of written notice of the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice).

Buyer waives no rights it may have or come to have or to pursue against any predecessors of MagneTek or NEC. 10.5 TERMINATION OF INDEMNIFICATION. The obligations to indemnify and hold harmless a party hereto, (A) pursuant to Sections 10.1(a) and 10.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.8, (B) pursuant to Section 10.3, shall terminate as and to the extent set forth therein and (C) pursuant to Sections 10.1(b) and 10.2(b), shall terminate on the second anniversary of the Closing Date (except as to Section 6.7, which shall survive for the period set forth therein and Section 8.6(b) which shall survive until the fifteenth anniversary of the Closing Date; PROVIDED, HOWEVER, that as to clauses (A), (B) and (C) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis (whether or not the amount of Losses related to such claim is then known or estimable) of such claim) to the Indemnifying Person. 10.6 PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Person of written notice of the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim. It is hereby acknowledged that MagneTek has received notice of the Dublin Road Dispute. If a Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the 42

Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third- Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 hereof to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, in the event a Third-Party Claim is made against either Seller as to which MagneTek is entitled to seek indemnification under this Article X and MagneTek concludes, in its reasonable judgment, that Buyer lacks the financial and personnel resources to vigorously defend MagneTek from such Third-Party Claim, MagneTek may elect to retain the defense of such Third-Party Claim and shall be entitled to be reimbursed by Buyer for its Losses incurred in such defense, such expenditures to be reimbursed promptly after submission of invoices therefor. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such ThirdParty Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed). It is acknowledged that the Dublin Road Dispute is an Assumed Liability as to which Buyer

Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third- Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 8.6 hereof to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, in the event a Third-Party Claim is made against either Seller as to which MagneTek is entitled to seek indemnification under this Article X and MagneTek concludes, in its reasonable judgment, that Buyer lacks the financial and personnel resources to vigorously defend MagneTek from such Third-Party Claim, MagneTek may elect to retain the defense of such Third-Party Claim and shall be entitled to be reimbursed by Buyer for its Losses incurred in such defense, such expenditures to be reimbursed promptly after submission of invoices therefor. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such ThirdParty Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld or delayed). It is acknowledged that the Dublin Road Dispute is an Assumed Liability as to which Buyer is indemnified pursuant to Section 10.3(b) and that MagneTek has assumed the defense thereof and has full control of such defense. All Tax Claims (as defined in Section 10.7) shall be governed by Section 10.7. 10.7 PROCEDURES RELATING TO INDEMNIFICATION OF TAX CLAIMS. (a) If a claim shall be made by any Tax authority, which, if successful, might result in an indemnity 43

payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnitor shall not be liable to the Tax Indemnitee to the extent that the Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) With respect to any Tax Claim, the Tax Indemnitor shall control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that the Tax Indemnitor shall not settle or compromise a Tax Claim without giving 30 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed, if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to Tax Indemnitor of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 10.8 SURVIVAL OF REPRESENTATIONS. The representations and warranties in this Agreement and in any

payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnitor shall not be liable to the Tax Indemnitee to the extent that the Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) With respect to any Tax Claim, the Tax Indemnitor shall control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that the Tax Indemnitor shall not settle or compromise a Tax Claim without giving 30 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed, if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to Tax Indemnitor of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 10.8 SURVIVAL OF REPRESENTATIONS. The representations and warranties in this Agreement and in any other document delivered in connection herewith shall survive the Closing solely for purposes of Sections 10.1 and 10.2 and shall terminate at the close of business on the second anniversary of the Closing Date. Notwithstanding the foregoing, (a) representations and warranties relating to environmental matters in Section 4.10 shall not survive the Closing and (b) Buyer's acknowledgment pursuant to Section 5.4 shall not expire. Nothing in this Section 10.8 shall limit the duration of Section 10.3(a) or (b). 44

ARTICLE XI GENERAL PROVISIONS 11.1 ASSIGNMENT. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by Buyer other than by operation of law, including by way of stock sale or merger, except to a Buyer of substantially all the assets of Buyer, without the prior written consent of Seller; PROVIDED, HOWEVER, that (a) Buyer may assign its right to purchase the Assets hereunder to an Affiliate of Buyer that can accurately make all of Buyer's representations and warranties as of the Closing without the prior written consent of Seller, but in no event shall any such assignment limit or affect Buyer's obligations hereunder and (b) Buyer may assign its rights (including its indemnification rights) hereunder or grant a security interest in this Agreement, or both, to or for the benefit of any Person holding a financial obligation of Buyer issued in connection with the financing of the Transactions or in connection with any renewal, extension, modification, amendment, refinancing, refunding or replacement of any such financial obligation. 11.2 NO THIRD-PARTY BENEFICIARIES. Except as provided in Section 11.1 as to permitted assignees and in Article X as to Indemnified Persons, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any Person, other than the parties hereto and such assigns, any legal or equitable rights hereunder. 11.3 TERMINATION. (a) Anything contained herein to the contrary notwithstanding, this Agreement may be terminated (except as set forth in Section 11.3(c)) and the Transactions abandoned at any time prior to the Closing Date:

ARTICLE XI GENERAL PROVISIONS 11.1 ASSIGNMENT. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by Buyer other than by operation of law, including by way of stock sale or merger, except to a Buyer of substantially all the assets of Buyer, without the prior written consent of Seller; PROVIDED, HOWEVER, that (a) Buyer may assign its right to purchase the Assets hereunder to an Affiliate of Buyer that can accurately make all of Buyer's representations and warranties as of the Closing without the prior written consent of Seller, but in no event shall any such assignment limit or affect Buyer's obligations hereunder and (b) Buyer may assign its rights (including its indemnification rights) hereunder or grant a security interest in this Agreement, or both, to or for the benefit of any Person holding a financial obligation of Buyer issued in connection with the financing of the Transactions or in connection with any renewal, extension, modification, amendment, refinancing, refunding or replacement of any such financial obligation. 11.2 NO THIRD-PARTY BENEFICIARIES. Except as provided in Section 11.1 as to permitted assignees and in Article X as to Indemnified Persons, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any Person, other than the parties hereto and such assigns, any legal or equitable rights hereunder. 11.3 TERMINATION. (a) Anything contained herein to the contrary notwithstanding, this Agreement may be terminated (except as set forth in Section 11.3(c)) and the Transactions abandoned at any time prior to the Closing Date: (i) by mutual written consent of Sellers and Buyer; (ii) by Sellers if any of the conditions set forth in Section 3.1 shall have become incapable of fulfillment, and shall not have been waived by Sellers; (iii) by Buyer if any of the conditions set forth in Section 3.1 shall have become incapable of fulfillment, and shall not have been waived by Buyer; or 45

(iv) by Sellers or Buyer, if the Closing does not occur on or prior to November 4, 1994; PROVIDED, HOWEVER, that the party seeking termination pursuant to clause (ii), (iii) or (iv) is not materially in breach (after having been given written notice and a five-Business Day cure period, if such breach is susceptible of cure) of any of its representations, warranties, covenants or agreements contained in this Agreement. (b) In the event of termination by Sellers or Buyer pursuant to this Section 11.3, written notice thereof shall forthwith be given to the other party and the Transactions shall be terminated, without further action by either party. If the Transactions are terminated as provided herein: (i) Buyer shall return all documents and copies and other material received from Sellers relating to the Transactions, whether so obtained before or after the execution hereof, to Sellers; (ii) all confidential information received by Buyer with respect to the Railroad SBU and Sellers shall be treated in accordance with the Confidentiality Agreement which shall remain in full force and effect notwithstanding the termination of this Agreement. (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 11.3, this Agreement shall become void and of no further force and effect, except for the provisions of (i) Section 7.1 relating to the obligation of Buyer to keep confidential certain information and data obtained by it, (ii) Section 11.4 relating to certain expenses, (iii) Section 8.3 relating to publicity, (iv) Section 11.5 relating to attorney fees and expenses, (v) Section 11.11 relating to finder's fees and broker's fees and (vi) this Section 11.3. Nothing in this Section 11.3 shall be deemed to release Sellers or Buyer from any

(iv) by Sellers or Buyer, if the Closing does not occur on or prior to November 4, 1994; PROVIDED, HOWEVER, that the party seeking termination pursuant to clause (ii), (iii) or (iv) is not materially in breach (after having been given written notice and a five-Business Day cure period, if such breach is susceptible of cure) of any of its representations, warranties, covenants or agreements contained in this Agreement. (b) In the event of termination by Sellers or Buyer pursuant to this Section 11.3, written notice thereof shall forthwith be given to the other party and the Transactions shall be terminated, without further action by either party. If the Transactions are terminated as provided herein: (i) Buyer shall return all documents and copies and other material received from Sellers relating to the Transactions, whether so obtained before or after the execution hereof, to Sellers; (ii) all confidential information received by Buyer with respect to the Railroad SBU and Sellers shall be treated in accordance with the Confidentiality Agreement which shall remain in full force and effect notwithstanding the termination of this Agreement. (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 11.3, this Agreement shall become void and of no further force and effect, except for the provisions of (i) Section 7.1 relating to the obligation of Buyer to keep confidential certain information and data obtained by it, (ii) Section 11.4 relating to certain expenses, (iii) Section 8.3 relating to publicity, (iv) Section 11.5 relating to attorney fees and expenses, (v) Section 11.11 relating to finder's fees and broker's fees and (vi) this Section 11.3. Nothing in this Section 11.3 shall be deemed to release Sellers or Buyer from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of Sellers or Buyer to compel specific performance by the other party of its obligations under this Agreement. 11.4 EXPENSES. Whether or not the Transactions are consummated, and except as otherwise provided in this Agreement, all fees, costs and expenses incurred in connection 46

with the Transaction Documents and the Transactions shall be paid by the party incurring such fees, costs or expenses. 11.5 ATTORNEYS' FEES. Should any litigation be commenced concerning this Agreement or the rights and duties of any party with respect to it, the party prevailing shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for such party's attorney fees and expenses determined by the court in such litigation or in a separate action brought for that purpose. 11.6 AMENDMENTS. No amendment to this Agreement shall be effective unless it shall be in writing and signed by both parties hereto. 11.7 NOTICES. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows: (i) if to Buyer, to: Mr. Robert G. Barton Rail Products International 800 King Avenue Columbus, OH 43212 with a copy to: Stanley L. Waldbaum, Esq. 12 Hawk Street Spring Valley, NY 10977

with the Transaction Documents and the Transactions shall be paid by the party incurring such fees, costs or expenses. 11.5 ATTORNEYS' FEES. Should any litigation be commenced concerning this Agreement or the rights and duties of any party with respect to it, the party prevailing shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for such party's attorney fees and expenses determined by the court in such litigation or in a separate action brought for that purpose. 11.6 AMENDMENTS. No amendment to this Agreement shall be effective unless it shall be in writing and signed by both parties hereto. 11.7 NOTICES. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows: (i) if to Buyer, to: Mr. Robert G. Barton Rail Products International 800 King Avenue Columbus, OH 43212 with a copy to: Stanley L. Waldbaum, Esq. 12 Hawk Street Spring Valley, NY 10977 (ii) if to MagneTek prior to November 7, 1994, to: MagneTek, Inc. 11150 Santa Monica Boulevard 15th Floor Los Angeles, California 90025 Attention: Samuel A. Miley, Esq.

General Counsel 47

and after November 7, 1994, to: MagneTek, Inc. 26 Century Boulevard P.O. Box 290159 Nashville, Tennessee 37229-0159 Attention: Samuel A. Miley, Esq.

General Counsel with a copy to: Gibson, Dunn & Crutcher 2029 Century Park East Suite 4200 Los Angeles, California 90067 Attention: Jennifer Bellah, Esq. (iii) if to NEC, to:

and after November 7, 1994, to: MagneTek, Inc. 26 Century Boulevard P.O. Box 290159 Nashville, Tennessee 37229-0159 Attention: Samuel A. Miley, Esq.

General Counsel with a copy to: Gibson, Dunn & Crutcher 2029 Century Park East Suite 4200 Los Angeles, California 90067 Attention: Jennifer Bellah, Esq. (iii) if to NEC, to:

MagneTek National Electric Coil, Inc. c/o 26 Century Boulevard P.O. Box 290159 Nashville, Tennessee 37229-0159 Attention: Samuel A. Miley, Esq. Secretary 11.8 INTERPRETATION; EXHIBITS AND SCHEDULES. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any matter disclosed in one Schedule hereto shall be deemed incorporated by reference into each other Schedule hereto and disclosed in each such Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined in this Agreement. All of the Transaction Documents shall be interpreted in such a manner as to harmonize and give effect to the provisions thereof. Without limiting the generality of the foregoing, no provision of this Agreement in respect of the Dublin Road Facility shall be interpreted to conflict with or contradict any provision in the Services Agreement. 11.9 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. 48

11.10 ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written agreements and understandings relating to such subject matter. 11.11 FEES. Each party hereto hereby represents and warrants that (a) the only brokers or finders that have acted for such party in connection with this Agreement or the transactions contemplated hereby or that may be entitled to any brokerage fee, finder's fee or commission in respect thereof are set forth in Schedule 11.11 and (b) each party agrees that it will pay all fees or commissions which may be payable to such firm(s) retained by it or to which it may be obligated. 11.12 SEVERABILITY. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

11.10 ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written agreements and understandings relating to such subject matter. 11.11 FEES. Each party hereto hereby represents and warrants that (a) the only brokers or finders that have acted for such party in connection with this Agreement or the transactions contemplated hereby or that may be entitled to any brokerage fee, finder's fee or commission in respect thereof are set forth in Schedule 11.11 and (b) each party agrees that it will pay all fees or commissions which may be payable to such firm(s) retained by it or to which it may be obligated. 11.12 SEVERABILITY. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 11.13 NEC COVENANTS. Buyer acknowledges that MagneTek is currently negotiating for the sale of NEC. Buyer acknowledges that MagneTek is accordingly the sole indemnitor in respect of representations and warranties pertaining to the Railroad SBU hereunder, and that NEC's future liability hereunder is limited to its obligations under Sections 2.1, 2.4, 2.5, 6.1, 6.4, 6.8, 8.1, 8.2, 8.4, 8.5 and 8.7. Any claim for indemnification by Buyer in respect thereof shall be governed by the provisions of Article X pertaining to indemnification of Buyer in respect of breaches of covenants. 11.14 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. 49

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. MAGNETEK, INC. By: Name: John P. Colling, Jr. Title: Vice President and Treasurer RAIL PRODUCTS INTERNATIONAL, INC. By: Name: Robert G. Barton Title: President As to matters enumerated in Section 11.13 MAGNETEK NATIONAL ELECTRIC COIL, INC. By: Name: John P. Colling, Jr. Title: Vice President & CFO 50

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. MAGNETEK, INC. By: Name: John P. Colling, Jr. Title: Vice President and Treasurer RAIL PRODUCTS INTERNATIONAL, INC. By: Name: Robert G. Barton Title: President As to matters enumerated in Section 11.13 MAGNETEK NATIONAL ELECTRIC COIL, INC. By: Name: John P. Colling, Jr. Title: Vice President & CFO 50

ASSET PURCHASE AGREEMENT BETWEEN MAGNETEK, INC., AND MAS ACQUIRING CORP.

DATED AS OF NOVEMBER 8, 1994

SALE OF AIRPORT GROUND SUPPORT SYSTEMS DIVISION

TABLE OF CONTENTS

ARTICLE I

PAGE ---DEFINITIONS.................................................. 1

ASSET PURCHASE AGREEMENT BETWEEN MAGNETEK, INC., AND MAS ACQUIRING CORP.

DATED AS OF NOVEMBER 8, 1994

SALE OF AIRPORT GROUND SUPPORT SYSTEMS DIVISION

TABLE OF CONTENTS

ARTICLE I 1.1 1.2 ARTICLE II 2.1 2.2 2.3 2.4 2.5 2.6 2.7 ARTICLE III 3.1 3.2 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4.7 ARTICLE V 5.1 5.2 5.3 5.4 5.5

PAGE ---DEFINITIONS.................................................. 1 Certain Defined Terms........................................ Other Definitional Provisions................................ CLOSING; PURCHASE PRICE ADJUSTMENT........................... Sale and Transfer of the Assets.............................. Assets Not Transferred....................................... Assumed and Excluded Liabilities............................. Closing...................................................... Purchase Price Adjustment; Assignment of Accounts Receivable.......................................... Tax Allocation............................................... Sales and Use Tax............................................ 1 5 6 6 7 8 10 11 13 14

CONDITIONS TO CLOSING........................................ 14 Buyer's Obligation........................................... 14 Seller's Obligations......................................... 14 REPRESENTATIONS AND WARRANTIES OF MAGNETEK................... 15 Authority; No Conflicts; Governmental Consents..................................................... Financial Statements......................................... Assets Other than Real Property Interests.................... Intellectual Property........................................ Contracts.................................................... Litigation; Decrees.......................................... Assets of the Division.......................................

15 16 16 17 17 18 18

REPRESENTATIONS AND WARRANTIES OF BUYER...................... 18 Authority; No Conflicts; Governmental Consents..................................................... Actions and Proceedings, Etc. ............................... Availability of Funds........................................ Buyer's Acknowledgment....................................... Exon-Florio..................................................

18 19 19 20 20

TABLE OF CONTENTS

ARTICLE I 1.1 1.2 ARTICLE II 2.1 2.2 2.3 2.4 2.5 2.6 2.7 ARTICLE III 3.1 3.2 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4.7 ARTICLE V 5.1 5.2 5.3 5.4 5.5 5.6 ARTICLE VI 6.1

PAGE ---DEFINITIONS.................................................. 1 Certain Defined Terms........................................ Other Definitional Provisions................................ CLOSING; PURCHASE PRICE ADJUSTMENT........................... Sale and Transfer of the Assets.............................. Assets Not Transferred....................................... Assumed and Excluded Liabilities............................. Closing...................................................... Purchase Price Adjustment; Assignment of Accounts Receivable.......................................... Tax Allocation............................................... Sales and Use Tax............................................ 1 5 6 6 7 8 10 11 13 14

CONDITIONS TO CLOSING........................................ 14 Buyer's Obligation........................................... 14 Seller's Obligations......................................... 14 REPRESENTATIONS AND WARRANTIES OF MAGNETEK................... 15 Authority; No Conflicts; Governmental Consents..................................................... Financial Statements......................................... Assets Other than Real Property Interests.................... Intellectual Property........................................ Contracts.................................................... Litigation; Decrees.......................................... Assets of the Division.......................................

15 16 16 17 17 18 18

REPRESENTATIONS AND WARRANTIES OF BUYER...................... 18 Authority; No Conflicts; Governmental Consents..................................................... Actions and Proceedings, Etc. ............................... Availability of Funds........................................ Buyer's Acknowledgment....................................... Exon-Florio.................................................. No Knowledge of Seller's Breach..............................

18 19 19 20 20 20

COVENANTS OF MAGNETEK........................................ 20 Access....................................................... 20

i

6.2 6.3 6.4 6.5 6.6 6.7 ARTICLE VII 7.1 7.2 7.3 7.4 7.5 ARTICLE VIII 8.1 8.2

Teledyne Agreement........................................... Reserved..................................................... Reserved..................................................... Accounts Receivable.......................................... Non-Competition.............................................. Cessation of Manufacture.....................................

20 21 21 21 21 22

COVENANTS OF BUYER........................................... 23 Accounts Receivable.......................................... Waiver of Bulk Sales Law Compliance.......................... Insurance.................................................... Guaranty relating to MagneTek Belgium........................ Saudi Letters of Credit...................................... 23 23 23 23 24

MUTUAL COVENANTS............................................. 25 Permits and Consents......................................... 25 Cooperation.................................................. 26

6.2 6.3 6.4 6.5 6.6 6.7 ARTICLE VII 7.1 7.2 7.3 7.4 7.5 ARTICLE VIII 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 ARTICLE IX 9.1 9.2 9.3 9.4 9.5 ARTICLE X 10.1 10.2 10.3 10.4 10.5 10.6 10.7 ARTICLE XI 11.1 11.2 11.3

Teledyne Agreement........................................... Reserved..................................................... Reserved..................................................... Accounts Receivable.......................................... Non-Competition.............................................. Cessation of Manufacture.....................................

20 21 21 21 21 22

COVENANTS OF BUYER........................................... 23 Accounts Receivable.......................................... Waiver of Bulk Sales Law Compliance.......................... Insurance.................................................... Guaranty relating to MagneTek Belgium........................ Saudi Letters of Credit...................................... 23 23 23 23 24

MUTUAL COVENANTS............................................. 25 Permits and Consents......................................... Cooperation.................................................. Publicity.................................................... Reasonable Efforts and Further Assurances.................... Records...................................................... Access to Former Business Records; Cooperation in Litigation.................................... Use of Trademarks and Trade Names............................ MagneTek Belgium............................................. 25 26 26 26 27 27 28 28

EMPLOYEE BENEFIT MATTERS..................................... 28 Employee Retention........................................... Employee Benefit Plans....................................... Vacation, Holiday and Severance Pay.......................... Teledyne Pension Credits..................................... Third-Party Beneficiaries.................................... 28 29 29 29 29

INDEMNIFICATION.............................................. 30 Indemnification by MagneTek.................................. Indemnification by Buyer..................................... Losses Net of Insurance, Etc. ............................... Termination of Indemnification............................... Procedures Relating to Indemnification (Other than for Tax Claims)......................................... Procedures Relating to Indemnification of Tax Claims....................................................... Survival of Representations.................................. 30 31 31 32 32 34 35

GENERAL PROVISIONS........................................... 35 Assignment................................................... 35 No Third-Party Beneficiaries................................. 35 Termination.................................................. 35 ii

11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13

Expenses..................................................... Attorneys' Fees.............................................. Amendments................................................... Notices...................................................... Interpretation; Exhibits and Schedules....................... Counterparts................................................. Entire Agreement............................................. Fees......................................................... Severability................................................. Governing Law................................................

37 37 37 37 38 38 38 39 39 39

iii

EXHIBITS - --------

11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13

Expenses..................................................... Attorneys' Fees.............................................. Amendments................................................... Notices...................................................... Interpretation; Exhibits and Schedules....................... Counterparts................................................. Entire Agreement............................................. Fees......................................................... Severability................................................. Governing Law................................................

37 37 37 37 38 38 38 39 39 39

iii

EXHIBITS - -------EXHIBIT A EXHIBIT EXHIBIT EXHIBIT EXHIBIT B C D E Form of Bill of Sale, Assignment and Assumption Agreement...................................... Form of Confidentiality Agreement........................... Form of License Agreement................................... Form of Promissory Note..................................... Form of Warranty Services Agreement.........................

A-1 B-1 C-1 D-1 E-1

SCHEDULES - --------Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule 1.1 2.2(d) 2.3(b) 2.3(d) 2.6 4.1(b) 4.4 4.5 5.1(b) 6.1 6.6 7.4 8.1(a) 9.1 11.11 November Balance Sheet Certain Excluded Assets Certain Product claims; notification Certain contractual claims Purchase Price Allocation Consents Intellectual Property Contracts Consents Certain Confidential Information Non-Compete Products Letter regarding Belgium Obligations Contracts to be Novated Division Employees Brokerage Fee

iv

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of November 8, 1994, between MAGNETEK, INC., a Delaware corporation ("Seller" or "MagneTek"), and MAS ACQUIRING CORP., a Nevada corporation ("Buyer"). MagneTek is engaged, through its Airport Ground Support Systems division (the "Division"), in the business of manufacturing, servicing and selling aircraft ground support equipment comprised primarily of pre-conditioned air and power supply products. Seller desires to sell to Buyer certain assets (other than excluded assets) relating to the Division. Buyer desires to purchase such assets and is willing to assume certain associated obligations and liabilities. Accordingly, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS

EXHIBITS - -------EXHIBIT A EXHIBIT EXHIBIT EXHIBIT EXHIBIT B C D E Form of Bill of Sale, Assignment and Assumption Agreement...................................... Form of Confidentiality Agreement........................... Form of License Agreement................................... Form of Promissory Note..................................... Form of Warranty Services Agreement.........................

A-1 B-1 C-1 D-1 E-1

SCHEDULES - --------Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule 1.1 2.2(d) 2.3(b) 2.3(d) 2.6 4.1(b) 4.4 4.5 5.1(b) 6.1 6.6 7.4 8.1(a) 9.1 11.11 November Balance Sheet Certain Excluded Assets Certain Product claims; notification Certain contractual claims Purchase Price Allocation Consents Intellectual Property Contracts Consents Certain Confidential Information Non-Compete Products Letter regarding Belgium Obligations Contracts to be Novated Division Employees Brokerage Fee

iv

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of November 8, 1994, between MAGNETEK, INC., a Delaware corporation ("Seller" or "MagneTek"), and MAS ACQUIRING CORP., a Nevada corporation ("Buyer"). MagneTek is engaged, through its Airport Ground Support Systems division (the "Division"), in the business of manufacturing, servicing and selling aircraft ground support equipment comprised primarily of pre-conditioned air and power supply products. Seller desires to sell to Buyer certain assets (other than excluded assets) relating to the Division. Buyer desires to purchase such assets and is willing to assume certain associated obligations and liabilities. Accordingly, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act by the SEC, as in effect on the date hereof. "Assets" has the meaning set forth in Section 2.1. "Assigned Contracts" has the meaning set forth in Section 2.1(d). "Assumed Liabilities" has the meaning set forth in Section 2.3.

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of November 8, 1994, between MAGNETEK, INC., a Delaware corporation ("Seller" or "MagneTek"), and MAS ACQUIRING CORP., a Nevada corporation ("Buyer"). MagneTek is engaged, through its Airport Ground Support Systems division (the "Division"), in the business of manufacturing, servicing and selling aircraft ground support equipment comprised primarily of pre-conditioned air and power supply products. Seller desires to sell to Buyer certain assets (other than excluded assets) relating to the Division. Buyer desires to purchase such assets and is willing to assume certain associated obligations and liabilities. Accordingly, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act by the SEC, as in effect on the date hereof. "Assets" has the meaning set forth in Section 2.1. "Assigned Contracts" has the meaning set forth in Section 2.1(d). "Assumed Liabilities" has the meaning set forth in Section 2.3. "Bill of Sale, Assignment and Assumption Agreement" means a Bill of Sale, Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A. "Business Day" means a day other than a Saturday or a Sunday or other day on which commercial banks in California are authorized or required by law to close. 1

"Buyer Indemnified Person" has the meaning set forth in Section 10.1. "Closing Balance Sheet" has the meaning set forth in Section 2.5. "Closing Date" means the day on which the Closing occurs pursuant to Section 2.4. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Confidentiality Agreement" means a Confidentiality Agreement in substantially the form attached hereto as Exhibit B. "Contract" means any contract, agreement, license, lease, sales or purchase order or other legally binding commitment, whether written or oral, pertaining to the Division.

"Buyer Indemnified Person" has the meaning set forth in Section 10.1. "Closing Balance Sheet" has the meaning set forth in Section 2.5. "Closing Date" means the day on which the Closing occurs pursuant to Section 2.4. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Confidentiality Agreement" means a Confidentiality Agreement in substantially the form attached hereto as Exhibit B. "Contract" means any contract, agreement, license, lease, sales or purchase order or other legally binding commitment, whether written or oral, pertaining to the Division. "Division Employee" means any employee of MagneTek Belgium and any employee of MagneTek working for the Division on the Closing Date, including any employee on leave on such date. "Employee Benefit Arrangements" means each and all pension, supplemental pension, accidental death and dismemberment, life and health insurance and benefits (including medical, dental, vision and hospitalization), disability, holiday, vacation, sick pay, sick leave, tuition refund, service award and other employee benefit arrangements, plans, contracts or policies providing employee or executive compensation or benefits to Division Employees, other than the Employee Benefit Plans. "Employee Benefit Plans" means each and all "employee benefit plans," as defined in Section 3(3) of ERISA, maintained or contributed to by Seller or in which Seller participates or participated and which, in each case, provides benefits to Division Employees, including (i) any such plans that are "employee welfare benefit plans" as defined in Section 3(1) of ERISA and (ii) any such plans that are "employee pension benefit plans" as defined in Section 3(2) of ERISA. "Environmental Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and any other applicable statutes, regulations, rules, ordinances or codes which relate to the 2

protection of the environment from the effects of hazardous materials. "Equipment" has the meaning set forth in Section 2.1(a). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated from time to time thereunder. "Excluded Assets" has the meaning set forth in Section 2.2. "Excluded Liabilities" has the meaning set forth in Section 2.3. "GAAP" means generally accepted accounting principles in the United States of America. "Governmental Authority" means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Indemnified Person" means, with respect to any Loss, the Person seeking indemnification hereunder.

protection of the environment from the effects of hazardous materials. "Equipment" has the meaning set forth in Section 2.1(a). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated from time to time thereunder. "Excluded Assets" has the meaning set forth in Section 2.2. "Excluded Liabilities" has the meaning set forth in Section 2.3. "GAAP" means generally accepted accounting principles in the United States of America. "Governmental Authority" means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Indemnified Person" means, with respect to any Loss, the Person seeking indemnification hereunder. "Indemnifying Person" means, with respect to any Loss, the Person from whom indemnification is being sought hereunder. "Intellectual Property" has the meaning set forth in Section 2.1(c). "Knowledge of Seller" with reference to any of the representations and warranties of MagneTek means the actual knowledge of any "officer" of MagneTek as such term is defined in 17 C.F.R. Section 240.16a-1(f) (excluding Robert E. Tupack), to the extent such officer had, on the date hereof, responsibility for matters that are the subject of such representation and warranty; PROVIDED, HOWEVER, that unless such an officer had (a) actual knowledge to the contrary or (b) direct responsibility at the Division level for the subject matter thereof, such knowledge is based solely upon the written and oral information supplied to MagneTek in respect of this Agreement by Division Employees. 3

"License Agreement" means the license agreement with respect to the "INET" tradename to be entered into by Seller and Buyer in substantially the form of Exhibit C hereto. "Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing). "Loss" means any loss, liability, claim, damage or expense (including reasonable attorneys' fees and disbursements and the costs of investigation). Loss recoverable hereunder is subject to the limitations set forth in Section 10.3. "MagneTek Belgium" means MagneTek Belgium, S.A., a Belgian company. "Material Adverse Effect" means a material adverse effect on (a) the business, operations, property or condition (financial or other) of the Division, taken as a whole or (b) the ability of Seller to consummate the transactions contemplated by this Agreement. "November Balance Sheet" means the unaudited balance sheet of the Division as of the close of business on November 2, 1994, attached hereto as Schedule 1.1.

"License Agreement" means the license agreement with respect to the "INET" tradename to be entered into by Seller and Buyer in substantially the form of Exhibit C hereto. "Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing). "Loss" means any loss, liability, claim, damage or expense (including reasonable attorneys' fees and disbursements and the costs of investigation). Loss recoverable hereunder is subject to the limitations set forth in Section 10.3. "MagneTek Belgium" means MagneTek Belgium, S.A., a Belgian company. "Material Adverse Effect" means a material adverse effect on (a) the business, operations, property or condition (financial or other) of the Division, taken as a whole or (b) the ability of Seller to consummate the transactions contemplated by this Agreement. "November Balance Sheet" means the unaudited balance sheet of the Division as of the close of business on November 2, 1994, attached hereto as Schedule 1.1. "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. "Promissory Note" means the promissory note in the principal amount of $250,000 to be executed by Buyer in substantially the form of Exhibit D hereto. "Purchase Price" means the adjusted price derived pursuant to Section 2.5. "Records" has the meaning set forth in Section 2.1(f). "Requirement of Law" means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in 4

each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "SEC" means the Securities and Exchange Commission. "Subsidiary Stock" means the issued and outstanding capital stock of MagneTek Belgium. "Tax" or "Taxes" means, with respect to any Person, any federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, value-added, capital, unitary, intangible, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, transfer, occupation, premium, property or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any jurisdiction or other taxing authority, on such Person. "Teledyne" means Teledyne Industries, Inc., a California corporation. "Teledyne Agreement" means the Asset Purchase Agreement among Teledyne, MagneTek Belgium, Teledyne Belgium, S.A. and MagneTek dated as of July 31, 1992.

each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "SEC" means the Securities and Exchange Commission. "Subsidiary Stock" means the issued and outstanding capital stock of MagneTek Belgium. "Tax" or "Taxes" means, with respect to any Person, any federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, value-added, capital, unitary, intangible, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, transfer, occupation, premium, property or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any jurisdiction or other taxing authority, on such Person. "Teledyne" means Teledyne Industries, Inc., a California corporation. "Teledyne Agreement" means the Asset Purchase Agreement among Teledyne, MagneTek Belgium, Teledyne Belgium, S.A. and MagneTek dated as of July 31, 1992. "Transaction Documents" means (i) this Agreement; (ii) the Bill of Sale, Assignment and Assumption Agreement; (iii) the Promissory Note; (iv) the License Agreement; (v) the Warranty Services Agreement; and (vi) the Confidentiality Agreement. "Transactions" means the transactions contemplated by the Transaction Documents. "Warranty Services Agreement" means the agreement to be entered into between Buyer and Seller relating to performance by Buyer of certain warranty obligations of Seller in substantially the form of Exhibit E hereto. 1.2 OTHER DEFINITIONAL PROVISIONS. (a) Terms defined in this Agreement in Sections other than Section 1.1 shall have the meanings as so defined when used in this Agreement. (b) As used herein, accounting terms not defined or to the extent not defined, shall have the respective meanings given to them under GAAP. 5

(c) Unless express reference is made to Business Days, references to days shall be to calendar days. ARTICLE II CLOSING; PURCHASE PRICE ADJUSTMENT 2.1 SALE AND TRANSFER OF THE ASSETS. Subject to the terms and conditions of this Agreement, on the Closing Date MagneTek will sell, convey, transfer, assign and deliver to Buyer all of MagneTek's right, title and interest in and to the Subsidiary Stock (and as soon as possible after the Closing Date will cause the shares thereof now or formerly held by Frank Perna, Jr. to be transferred to Buyer or its assignee), and on the Closing Date MagneTek will sell, convey, transfer, assign and deliver to Buyer all of MagneTek's right, title and interest in and to the following assets (except the Excluded Assets) of MagneTek, to the extent that they are used exclusively in the operations of the Division, as the same shall exist on the Closing Date (collectively, including the Subsidiary Stock, the "Assets"): (a) all tangible personal property, including, without limitation, the fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, machinery, equipment and computer equipment (including transferable software); (b) all inventory, including, without limitation, raw materials, work-in-process, finished goods, packaging

(c) Unless express reference is made to Business Days, references to days shall be to calendar days. ARTICLE II CLOSING; PURCHASE PRICE ADJUSTMENT 2.1 SALE AND TRANSFER OF THE ASSETS. Subject to the terms and conditions of this Agreement, on the Closing Date MagneTek will sell, convey, transfer, assign and deliver to Buyer all of MagneTek's right, title and interest in and to the Subsidiary Stock (and as soon as possible after the Closing Date will cause the shares thereof now or formerly held by Frank Perna, Jr. to be transferred to Buyer or its assignee), and on the Closing Date MagneTek will sell, convey, transfer, assign and deliver to Buyer all of MagneTek's right, title and interest in and to the following assets (except the Excluded Assets) of MagneTek, to the extent that they are used exclusively in the operations of the Division, as the same shall exist on the Closing Date (collectively, including the Subsidiary Stock, the "Assets"): (a) all tangible personal property, including, without limitation, the fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, machinery, equipment and computer equipment (including transferable software); (b) all inventory, including, without limitation, raw materials, work-in-process, finished goods, packaging materials, spare parts and supplies; (c) any trademarks, trade names, patents, service marks, copyrights (whether registered or unregistered) and pending applications for the foregoing listed on Schedule 4.4 (the "Intellectual Property"); (d) all Contracts (including, but not limited to, all Contracts listed on Schedule 4.5 and all Contracts entered into by the Division through the Closing Date), provided that any Contract that requires the consent to assignment of a party thereto which consent has not been obtained prior to the Closing Date pursuant to Section 8.1 shall be deemed Assigned Contracts only to the extent therein provided (the "Assigned Contracts"); (e) all transferable business licenses and permits used exclusively in or relating exclusively to the Division or the Assets; 6

(f) all books and records (other than historical accounting, personnel, financial and Tax records), plans and specifications, sales literature, product information and files and all other information and/or data related to or used by Seller exclusively in connection with the Assets and the operation of the Division (the "Records"); (g) all accounts receivable and notes receivable of Seller with respect to the operation of the Division on the Closing Date; and (h) all goodwill appurtenant to the foregoing Assets. 2.2 ASSETS NOT TRANSFERRED. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Seller and/or assigned or otherwise conveyed to Seller by MagneTek Belgium on or prior to the Closing Date (the "Excluded Assets"): (a) all cash and cash equivalent items (except for deposits and prepaid expenses reflected on the Closing Balance Sheet and relating to Assumed Liabilities) of Seller and MagneTek Belgium, including, without limitation, checking accounts, bank accounts, lock box files, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof received by Seller or MagneTek Belgium on or prior to the Closing Date, in each case whether or not relating to the Division; (b) all rights, properties, and assets which have been used or held for use in connection with the Division and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided such transfers and disposals shall have been in the ordinary course of the business of the Division as conducted at the date hereof;

(f) all books and records (other than historical accounting, personnel, financial and Tax records), plans and specifications, sales literature, product information and files and all other information and/or data related to or used by Seller exclusively in connection with the Assets and the operation of the Division (the "Records"); (g) all accounts receivable and notes receivable of Seller with respect to the operation of the Division on the Closing Date; and (h) all goodwill appurtenant to the foregoing Assets. 2.2 ASSETS NOT TRANSFERRED. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Seller and/or assigned or otherwise conveyed to Seller by MagneTek Belgium on or prior to the Closing Date (the "Excluded Assets"): (a) all cash and cash equivalent items (except for deposits and prepaid expenses reflected on the Closing Balance Sheet and relating to Assumed Liabilities) of Seller and MagneTek Belgium, including, without limitation, checking accounts, bank accounts, lock box files, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof received by Seller or MagneTek Belgium on or prior to the Closing Date, in each case whether or not relating to the Division; (b) all rights, properties, and assets which have been used or held for use in connection with the Division and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided such transfers and disposals shall have been in the ordinary course of the business of the Division as conducted at the date hereof; (c) rights to or claims for refunds or rebates of Taxes and other governmental charges for periods ending on or prior to the Closing Date and the benefit of net operating loss carryforwards, carrybacks or other credits of Seller or MagneTek Belgium, whether or not attributable to the Division; (d) the accounts receivable, inventory, tangible personal property and Contracts set forth on Schedule 2.2(d) or identified on Schedule 1.1 as the property of, or to be retained by, Seller; 7

(e) all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (f) proprietary or confidential business or technical information, records and policies that relate generally to Seller or any of its Affiliates and are not used exclusively in the Division, including, without limitation, organization manuals and strategic plans; (g) subject to the limited rights granted in Section 8.7 and in the License Agreement and to any matters referred to in the Teledyne Agreement relating to the "INET" mark, all "MagneTek" and "INET" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the name "MagneTek" or "INET," the mark "MagneTek" or "INET," or any derivative thereof, and the MagneTek or NET logo or any derivative thereof, and Seller's proprietary computer programs or other software, including but not limited to Seller's proprietary data bases, accounting and reporting formats, systems and procedures; (h) except as expressly provided in Article IX, the pension credits provided by Teledyne to MagneTek under the Teledyne Agreement; (i) except as expressly provided in Section 6.2, MagneTek's and MagneTek Belgium's rights against Teledyne under the Teledyne Agreement; (j) any rights under any lease or otherwise in respect of any real property heretofore used or occupied by the Division in the United States; (k) any shares of the capital stock of America West Airlines, Inc. and any derivatives thereof or rights

(e) all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (f) proprietary or confidential business or technical information, records and policies that relate generally to Seller or any of its Affiliates and are not used exclusively in the Division, including, without limitation, organization manuals and strategic plans; (g) subject to the limited rights granted in Section 8.7 and in the License Agreement and to any matters referred to in the Teledyne Agreement relating to the "INET" mark, all "MagneTek" and "INET" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the name "MagneTek" or "INET," the mark "MagneTek" or "INET," or any derivative thereof, and the MagneTek or NET logo or any derivative thereof, and Seller's proprietary computer programs or other software, including but not limited to Seller's proprietary data bases, accounting and reporting formats, systems and procedures; (h) except as expressly provided in Article IX, the pension credits provided by Teledyne to MagneTek under the Teledyne Agreement; (i) except as expressly provided in Section 6.2, MagneTek's and MagneTek Belgium's rights against Teledyne under the Teledyne Agreement; (j) any rights under any lease or otherwise in respect of any real property heretofore used or occupied by the Division in the United States; (k) any shares of the capital stock of America West Airlines, Inc. and any derivatives thereof or rights appurtenant thereto; and (l) all other assets of Seller not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Seller or its Affiliates in other businesses of Seller or its Affiliates and assets used primarily in connection with Seller's corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Division. 2.3 ASSUMED AND EXCLUDED LIABILITIES. On the Closing Date, Buyer shall execute and deliver to Seller the Bill of Sale, Assignment and Assumption Agreement pursuant 8

to which Buyer shall assume and agree to pay, perform and discharge when due, all the liabilities and obligations of Seller arising out of the business of the Division, of any kind or nature, whether absolute, contingent, accrued or otherwise, and whether arising before or after the Closing including, without limitation, all liabilities (i) for Taxes assumed by Buyer under Section 2.7, (ii) under the Assigned Contracts, (iii) for services to be provided pursuant to the Warranty Services Agreement and (iv) all liabilities and obligations of Buyer set forth in Article IX hereof (collectively, the "Assumed Liabilities"); PROVIDED, HOWEVER, that the Assumed Liabilities shall in no event include the following liabilities (the "Excluded Liabilities"): (a) any liability, responsibility or obligation with respect to any Seller Plan, except (x) as provided in Article IX, and (y) pursuant to any Assigned Contract; (b) up to $1,200,000 in potential liability for the Teledyne-related product liability or warranty claims relating to the product failures described in Schedule 2.3(b) hereof; (c) any liability, responsibility or obligation arising out of the following administrative matters, except those matters which any employee of the Division had actual knowledge of and did not disclose to the Seller prior to the Closing Date: (i) Taxes for any period ending on or prior to the Closing Date, excluding the Taxes covered by Section 2.7;

to which Buyer shall assume and agree to pay, perform and discharge when due, all the liabilities and obligations of Seller arising out of the business of the Division, of any kind or nature, whether absolute, contingent, accrued or otherwise, and whether arising before or after the Closing including, without limitation, all liabilities (i) for Taxes assumed by Buyer under Section 2.7, (ii) under the Assigned Contracts, (iii) for services to be provided pursuant to the Warranty Services Agreement and (iv) all liabilities and obligations of Buyer set forth in Article IX hereof (collectively, the "Assumed Liabilities"); PROVIDED, HOWEVER, that the Assumed Liabilities shall in no event include the following liabilities (the "Excluded Liabilities"): (a) any liability, responsibility or obligation with respect to any Seller Plan, except (x) as provided in Article IX, and (y) pursuant to any Assigned Contract; (b) up to $1,200,000 in potential liability for the Teledyne-related product liability or warranty claims relating to the product failures described in Schedule 2.3(b) hereof; (c) any liability, responsibility or obligation arising out of the following administrative matters, except those matters which any employee of the Division had actual knowledge of and did not disclose to the Seller prior to the Closing Date: (i) Taxes for any period ending on or prior to the Closing Date, excluding the Taxes covered by Section 2.7; (ii) advances by, or loans, notes or other obligations to, financial institutions (including interest incurred on advances, loans, notes and other obligations) except any of the foregoing entered into by an employee of the Division at any time; (iii) Seller's failure to obtain licenses or permits, pay fees or make appropriate disclosure, required by any Requirement of Law, except any that could have been obtained, paid or made, respectively, by an employee of the Division; (iv) Seller's failure to implement or maintain any companywide policy or program required by any Requirement of Law; 9

(v) any misrepresentation or non-compliance by Seller or any of its Affiliates with respect to matters covered by the Securities Act of 1933, as amended, the Exchange Act, as amended, or any state securities or "blue sky" law; and (vi) workers' compensation or product liability claims based upon injuries or malfunctions occurring prior to the Closing Date; PROVIDED that written notice of such claim is delivered to Seller within the two-year period following the Closing Date; (d) any and all liabilities and obligations of Seller or any of its Affiliates of any kind, character or description, whether known or unknown, accrued, absolute, contingent or otherwise, that are (i) not attributable to the Division or the Assets or (ii) expressly reserved as to the Stearns contracts as set forth on Schedule 2(3)(d) hereof; 2.4 CLOSING. The closing (the "Closing") of the purchase and sale of the Assets shall be held at the offices of Gibson, Dunn & Crutcher, 2029 Century Park East, Suite 4000, Los Angeles, California 90067, at 10:00 a.m. on November 8, 1994, or if the conditions to Closing set forth in Article III shall not have been satisfied or waived by such date, subject to Section 11.3, as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the "Closing Date." At the Closing, Buyer shall deliver to Seller (i) by wire transfer (to a bank account designated at least two business days prior to the Closing Date in writing by Seller) immediately available funds in an amount equal to the sum of (a) $250,000 plus (b) an amount equal to the tangible book value of the Division determined on the basis of the November Balance Sheet, plus or minus an estimate, if the parties mutually agree prior to the Closing Date with respect thereto, of any adjustment of the purchase price under Section 2.5 (the "Closing Date Amount") and (ii)

(v) any misrepresentation or non-compliance by Seller or any of its Affiliates with respect to matters covered by the Securities Act of 1933, as amended, the Exchange Act, as amended, or any state securities or "blue sky" law; and (vi) workers' compensation or product liability claims based upon injuries or malfunctions occurring prior to the Closing Date; PROVIDED that written notice of such claim is delivered to Seller within the two-year period following the Closing Date; (d) any and all liabilities and obligations of Seller or any of its Affiliates of any kind, character or description, whether known or unknown, accrued, absolute, contingent or otherwise, that are (i) not attributable to the Division or the Assets or (ii) expressly reserved as to the Stearns contracts as set forth on Schedule 2(3)(d) hereof; 2.4 CLOSING. The closing (the "Closing") of the purchase and sale of the Assets shall be held at the offices of Gibson, Dunn & Crutcher, 2029 Century Park East, Suite 4000, Los Angeles, California 90067, at 10:00 a.m. on November 8, 1994, or if the conditions to Closing set forth in Article III shall not have been satisfied or waived by such date, subject to Section 11.3, as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the "Closing Date." At the Closing, Buyer shall deliver to Seller (i) by wire transfer (to a bank account designated at least two business days prior to the Closing Date in writing by Seller) immediately available funds in an amount equal to the sum of (a) $250,000 plus (b) an amount equal to the tangible book value of the Division determined on the basis of the November Balance Sheet, plus or minus an estimate, if the parties mutually agree prior to the Closing Date with respect thereto, of any adjustment of the purchase price under Section 2.5 (the "Closing Date Amount") and (ii) the Promissory Note, and such other documents as are required by this Agreement. At the Closing, MagneTek shall deliver or cause to be delivered to Buyer (a) the Bill of Sale, Assignment and Assumption Agreement, (b) the License Agreement, (c) the Warranty Services Agreement, (d) the Confidentiality Agreement, (e) the documents and agreements referred to in Section 3.1 hereof and (f) such other instruments of transfer and documents as Buyer may reasonably request, and Buyer shall deliver to Seller (i) the documents and agreements referred to in the preceding clauses (a) through (d) and in Section 3.2 hereof and (ii) such other 10

instruments of assumption and documents as Seller may reasonably request. In addition, Seller shall deliver to Buyer at the Closing an affidavit in form and substance satisfactory to Buyer, duly executed and acknowledged, certifying that Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code, and any corresponding affidavit required for state tax purposes. 2.5 PURCHASE PRICE ADJUSTMENT; ASSIGNMENT OF ACCOUNTS RECEIVABLE. (a) Within 60 days after the Closing Date, MagneTek shall prepare and deliver to Buyer a balance sheet as of the close of business on the Closing Date comprising the Assets and the outstanding Assumed Liabilities (the "Closing Balance Sheet"). For purposes of preparing the Closing Balance Sheet, Buyer shall make Division Employees available to MagneTek (without charge) and such employees shall, for the purpose of assisting MagneTek in preparing the Closing Balance Sheet, be instructed by Buyer to act at MagneTek's direction. During the 30 days immediately following Buyer's receipt of the Closing Balance Sheet, Buyer shall be entitled to review the Closing Balance Sheet and MagneTek's working papers relating to the Closing Balance Sheet, and MagneTek shall provide Buyer access at all reasonable times to its personnel, properties, books and records to the extent relevant and not comprising Assets. The Closing Balance Sheet shall become final and binding upon the parties on the thirtieth day following delivery thereof unless Buyer gives written notice to MagneTek of its disagreement with the Closing Balance Sheet (a "Notice of Disagreement") prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by MagneTek with respect to the Closing Balance Sheet, then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on

instruments of assumption and documents as Seller may reasonably request. In addition, Seller shall deliver to Buyer at the Closing an affidavit in form and substance satisfactory to Buyer, duly executed and acknowledged, certifying that Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code, and any corresponding affidavit required for state tax purposes. 2.5 PURCHASE PRICE ADJUSTMENT; ASSIGNMENT OF ACCOUNTS RECEIVABLE. (a) Within 60 days after the Closing Date, MagneTek shall prepare and deliver to Buyer a balance sheet as of the close of business on the Closing Date comprising the Assets and the outstanding Assumed Liabilities (the "Closing Balance Sheet"). For purposes of preparing the Closing Balance Sheet, Buyer shall make Division Employees available to MagneTek (without charge) and such employees shall, for the purpose of assisting MagneTek in preparing the Closing Balance Sheet, be instructed by Buyer to act at MagneTek's direction. During the 30 days immediately following Buyer's receipt of the Closing Balance Sheet, Buyer shall be entitled to review the Closing Balance Sheet and MagneTek's working papers relating to the Closing Balance Sheet, and MagneTek shall provide Buyer access at all reasonable times to its personnel, properties, books and records to the extent relevant and not comprising Assets. The Closing Balance Sheet shall become final and binding upon the parties on the thirtieth day following delivery thereof unless Buyer gives written notice to MagneTek of its disagreement with the Closing Balance Sheet (a "Notice of Disagreement") prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by MagneTek with respect to the Closing Balance Sheet, then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days immediately following the delivery of any Notice of Disagreement, MagneTek and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement. During such period, Buyer and MagneTek shall each have access to the other party's working papers prepared in connection with the Buyer's preparation of a 11

Notice of Disagreement. At the end of such 30-day period, MagneTek and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in any Notice of Disagreement, and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute. The Closing Balance Sheet, with such adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding on Buyer and MagneTek on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be Arthur Andersen & Company, or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.5 shall be borne 50% by Buyer and 50% by MagneTek. (b) The Closing Date Amount shall be adjusted such that the Purchase Price is increased, or decreased, as the case may be, to the extent that tangible book value of the Division increases or decreases from the amount reflected on the November Balance Sheet. The Closing Date Amount shall be adjusted upward or downward, dollar for dollar, in respect of any such negative or positive adjustment. Any required adjustment to the Closing Date Amount pursuant to this Section 2.5 shall be referred to as the "Purchase Price Adjustment." (c) The Closing Balance Sheet shall be prepared in accordance with GAAP, applied in a manner consistent with that followed in the preparation of the November Balance Sheet, subject to the following (without duplication with any estimated adjustments made to determine the Closing Date Amount): (i) the Closing Balance Sheet shall not reflect any provision for Taxes (whether as an asset or a liability); (ii) intercompany advances shall be eliminated;

Notice of Disagreement. At the end of such 30-day period, MagneTek and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in any Notice of Disagreement, and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute. The Closing Balance Sheet, with such adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding on Buyer and MagneTek on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be Arthur Andersen & Company, or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.5 shall be borne 50% by Buyer and 50% by MagneTek. (b) The Closing Date Amount shall be adjusted such that the Purchase Price is increased, or decreased, as the case may be, to the extent that tangible book value of the Division increases or decreases from the amount reflected on the November Balance Sheet. The Closing Date Amount shall be adjusted upward or downward, dollar for dollar, in respect of any such negative or positive adjustment. Any required adjustment to the Closing Date Amount pursuant to this Section 2.5 shall be referred to as the "Purchase Price Adjustment." (c) The Closing Balance Sheet shall be prepared in accordance with GAAP, applied in a manner consistent with that followed in the preparation of the November Balance Sheet, subject to the following (without duplication with any estimated adjustments made to determine the Closing Date Amount): (i) the Closing Balance Sheet shall not reflect any provision for Taxes (whether as an asset or a liability); (ii) intercompany advances shall be eliminated; (iii) adjustments will be made for certain doubtful receivables, overvalued inventory and equipment, and a warranty reserve (without any provision pertaining to the Denver Airport or the claims referred to in Section 2.3 (b)) will be established as reflected on the November Balance Sheet; 12

(iv) the Closing Balance Sheet shall reflect a $20,000 prepaid asset relating to certain technology attributable to the Agreement dated as of December 18, 1992, by and among FCX Systems, Inc., certain shareholders of FCX Systems, Inc., and MagneTek, and a prepaid asset equal to the amounts due from an employee in respect of expenses to be reimbursed to the Division; and (v) all Excluded Assets (and all related depreciation and reserves) shall be eliminated and all Excluded Liabilities (and related reserves) shall be eliminated. (d) Buyer agrees, with respect to Purchase Price Adjustments, that following the Closing, Buyer will not take any actions with respect to the accounting books, records, policies and procedures of the Division on which the Closing Balance Sheet is to be based that are not consistent with GAAP applied in the manner consistent with the past practices of the Division. (e) Within thirty days after the receipt by Buyer of the Closing Balance Sheet in accordance with Section 2.5(a) hereof, Buyer shall remit to MagneTek or MagneTek shall remit to Buyer, as the case may be, in immediately available funds, any undisputed amounts constituting Purchase Price Adjustments. With respect to any items that are the subject of a Notice of Disagreement, payment shall be made in immediately available funds within three business days after the resolution thereof pursuant to Section 2.5(a). Each payment pursuant to this Section 2.5 shall be made with interest on the amount of the payment at an annual rate equal to the reference rate quoted by the San Francisco branch of Bank of America on the Closing Date for the period from the Closing Date to the date of payment, computed on the basis of a 360day year and actual days elapsed. 2.6 TAX ALLOCATION. Buyer and Seller shall agree upon an allocation of the Purchase Price plus the Assumed Liabilities (to the extent identifiable or reasonably estimable as of the date hereof) to broad categories constituting components of the Assets, upon delivery to Seller of the resale certificate provided for in Section 2.7

(iv) the Closing Balance Sheet shall reflect a $20,000 prepaid asset relating to certain technology attributable to the Agreement dated as of December 18, 1992, by and among FCX Systems, Inc., certain shareholders of FCX Systems, Inc., and MagneTek, and a prepaid asset equal to the amounts due from an employee in respect of expenses to be reimbursed to the Division; and (v) all Excluded Assets (and all related depreciation and reserves) shall be eliminated and all Excluded Liabilities (and related reserves) shall be eliminated. (d) Buyer agrees, with respect to Purchase Price Adjustments, that following the Closing, Buyer will not take any actions with respect to the accounting books, records, policies and procedures of the Division on which the Closing Balance Sheet is to be based that are not consistent with GAAP applied in the manner consistent with the past practices of the Division. (e) Within thirty days after the receipt by Buyer of the Closing Balance Sheet in accordance with Section 2.5(a) hereof, Buyer shall remit to MagneTek or MagneTek shall remit to Buyer, as the case may be, in immediately available funds, any undisputed amounts constituting Purchase Price Adjustments. With respect to any items that are the subject of a Notice of Disagreement, payment shall be made in immediately available funds within three business days after the resolution thereof pursuant to Section 2.5(a). Each payment pursuant to this Section 2.5 shall be made with interest on the amount of the payment at an annual rate equal to the reference rate quoted by the San Francisco branch of Bank of America on the Closing Date for the period from the Closing Date to the date of payment, computed on the basis of a 360day year and actual days elapsed. 2.6 TAX ALLOCATION. Buyer and Seller shall agree upon an allocation of the Purchase Price plus the Assumed Liabilities (to the extent identifiable or reasonably estimable as of the date hereof) to broad categories constituting components of the Assets, upon delivery to Seller of the resale certificate provided for in Section 2.7 and concurrently therewith Buyer and Seller shall attach to this Agreement a Schedule 2.6 setting forth such allocation. Buyer and Seller shall report the purchase and sale of the Assets in accordance with the agreed upon allocation among such broad categories for all Tax purposes (including the filing of the forms prescribed under Section 1060 of the 13

Code and the Treasury Regulations promulgated thereunder), but such allocation shall not constrain reporting for other purposes. 2.7 SALES AND USE TAX. Buyer and Seller shall cooperate in preparing, executing and filing use and sales Tax returns relating to, and Buyer and Seller shall share equally and pay when due, any and all sales, stamp or stock transfer or use Tax due with regard to, the purchase and sale of the Assets. Such Tax Returns shall be prepared in a manner that is consistent with the allocation of the Purchase Price and Assumed Liabilities contemplated by Section 2.6. Not later than seven days after the Closing Date, Buyer shall furnish Seller with a form of resale certificate that complies with the requirements of California and other applicable state taxation laws. ARTICLE III CONDITIONS TO CLOSING 3.1 BUYER'S OBLIGATION. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) The representations and warranties of MagneTek made in this Agreement shall be true and correct in all material respects as of the date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing; and Seller shall have delivered to Buyer certificates dated the Closing Date and signed by an authorized officer of the Seller confirming the foregoing.

Code and the Treasury Regulations promulgated thereunder), but such allocation shall not constrain reporting for other purposes. 2.7 SALES AND USE TAX. Buyer and Seller shall cooperate in preparing, executing and filing use and sales Tax returns relating to, and Buyer and Seller shall share equally and pay when due, any and all sales, stamp or stock transfer or use Tax due with regard to, the purchase and sale of the Assets. Such Tax Returns shall be prepared in a manner that is consistent with the allocation of the Purchase Price and Assumed Liabilities contemplated by Section 2.6. Not later than seven days after the Closing Date, Buyer shall furnish Seller with a form of resale certificate that complies with the requirements of California and other applicable state taxation laws. ARTICLE III CONDITIONS TO CLOSING 3.1 BUYER'S OBLIGATION. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) The representations and warranties of MagneTek made in this Agreement shall be true and correct in all material respects as of the date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing; and Seller shall have delivered to Buyer certificates dated the Closing Date and signed by an authorized officer of the Seller confirming the foregoing. (b) No injunction or order shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction that would restrain or prohibit any of the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any Person seeks such a remedy (if in the opinion of counsel to Buyer there exists a reasonable risk of a materially adverse result in such pending action or proceeding). 3.2 SELLER'S OBLIGATIONS. The obligations of Seller to sell and deliver the Assets to Buyer are subject 14

to the satisfaction (or waiver by Seller) as of the Closing of the following conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to Seller a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing. (b) Buyer shall have either assumed or replaced (in compliance with the underlying Contract) all performance bonds, letters of credit or other surety obligations to which MagneTek is a party or as to which it has liability as a guarantor or otherwise and which relate to the Assets or Assumed Liabilities, except as provided in Sections 7.4 and 7.5. (c) Buyer shall have furnished Seller with insurance certificates reflecting compliance with the provisions of Section 7.3. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MAGNETEK MagneTek hereby represents and warrants to Buyer as follows:

to the satisfaction (or waiver by Seller) as of the Closing of the following conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to Seller a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing. (b) Buyer shall have either assumed or replaced (in compliance with the underlying Contract) all performance bonds, letters of credit or other surety obligations to which MagneTek is a party or as to which it has liability as a guarantor or otherwise and which relate to the Assets or Assumed Liabilities, except as provided in Sections 7.4 and 7.5. (c) Buyer shall have furnished Seller with insurance certificates reflecting compliance with the provisions of Section 7.3. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MAGNETEK MagneTek hereby represents and warrants to Buyer as follows: 4.1 AUTHORITY; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) MagneTek is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. MagneTek has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by MagneTek to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by MagneTek and constitutes a valid and binding obligation of MagneTek, enforceable against MagneTek in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such 15

enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of MagneTek under, any provision of (i) the Certificate of Incorporation or By-Laws of MagneTek, (ii) subject to the matters disclosed in Schedules 4.1(b) or 7.4, any Contract binding upon MagneTek or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(D) below, any Requirement of Law applicable to MagneTek or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not have a Material Adverse Effect. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to MagneTek in connection with the execution and delivery of the Transaction Documents or the consummation of the Transactions, other than (A) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws, (C) those that may be required solely by reason of Buyer's participation in the Transactions and (D) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect.

enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of MagneTek under, any provision of (i) the Certificate of Incorporation or By-Laws of MagneTek, (ii) subject to the matters disclosed in Schedules 4.1(b) or 7.4, any Contract binding upon MagneTek or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(D) below, any Requirement of Law applicable to MagneTek or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not have a Material Adverse Effect. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to MagneTek in connection with the execution and delivery of the Transaction Documents or the consummation of the Transactions, other than (A) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws, (C) those that may be required solely by reason of Buyer's participation in the Transactions and (D) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect. 4.2 FINANCIAL STATEMENTS. To the Knowledge of Seller, the November Balance Sheet was prepared in accordance with GAAP consistently applied, and fairly presents the financial condition of the Division as of November 2, 1994 except: (a) as set forth herein; (b) for the absence of footnotes; (c) for normal recurring adjustments; and (d) to the extent it was prepared on a PRO FORMA basis, with allocations of certain assets and liabilities based upon good faith estimates of management. 4.3 ASSETS OTHER THAN REAL PROPERTY INTERESTS. Seller has good and valid title to the Assets, subject to such Liens as may exist. To the Knowledge of Seller, Seller has not incurred any indebtedness for borrowed money in connection with any borrowing for general corporate 16

purposes, in connection with which a Lien on any of the Assets was imposed, other than any Lien of which any Division Employee has actual knowledge. This Section 4.3 does not relate to Intellectual Property, such Assets being the subject of Section 4.4. 4.4 INTELLECTUAL PROPERTY. To the Knowledge of Seller, Schedule 4.4 sets forth a list of all Intellectual Property (excluding any such Intellectual Property that is included in Excluded Assets). Except as disclosed on Schedule 4.4, to the Knowledge of Seller, MagneTek owns or has the right to use, without payment to any other party, the Intellectual Property listed on such Schedule 4.4. 4.5 CONTRACTS. To the Knowledge of Seller, Schedule 4.5 sets forth a list of each of the following types of Contracts of Seller or MagneTek Belgium: (a) any employment or severance agreement for a Division Employee that has an aggregate future liability in excess of $50,000 and is not terminable by notice of not more than 60 days for a cost of less than $50,000 (including any contracts or agreements with certain Division Employees that relate to the Transactions); (b) any employee collective bargaining agreement or other contract with any labor union covering Division Employees; (c) any Contract other than in the ordinary course of business pursuant to which the aggregate of payments to become due from or to Seller is equal to or exceeds $50,000, and which is not terminable by no more than 60 days' notice for a cost of less than $50,000; and (d) any Contract of the size referred to in clause (c) above as to which the consent of a party is required to

purposes, in connection with which a Lien on any of the Assets was imposed, other than any Lien of which any Division Employee has actual knowledge. This Section 4.3 does not relate to Intellectual Property, such Assets being the subject of Section 4.4. 4.4 INTELLECTUAL PROPERTY. To the Knowledge of Seller, Schedule 4.4 sets forth a list of all Intellectual Property (excluding any such Intellectual Property that is included in Excluded Assets). Except as disclosed on Schedule 4.4, to the Knowledge of Seller, MagneTek owns or has the right to use, without payment to any other party, the Intellectual Property listed on such Schedule 4.4. 4.5 CONTRACTS. To the Knowledge of Seller, Schedule 4.5 sets forth a list of each of the following types of Contracts of Seller or MagneTek Belgium: (a) any employment or severance agreement for a Division Employee that has an aggregate future liability in excess of $50,000 and is not terminable by notice of not more than 60 days for a cost of less than $50,000 (including any contracts or agreements with certain Division Employees that relate to the Transactions); (b) any employee collective bargaining agreement or other contract with any labor union covering Division Employees; (c) any Contract other than in the ordinary course of business pursuant to which the aggregate of payments to become due from or to Seller is equal to or exceeds $50,000, and which is not terminable by no more than 60 days' notice for a cost of less than $50,000; and (d) any Contract of the size referred to in clause (c) above as to which the consent of a party is required to effectuate the Transactions (excluding the assignment of the respective Contract). Except as disclosed on Schedule 4.5, each Contract listed on Schedule 4.5 is valid, binding and in full force and effect and is enforceable by Seller or MagneTek Belgium in accordance with its terms. Except as disclosed in Schedule 4.5, to the Knowledge of Seller, Seller or MagneTek Belgium has performed all material obligations required to be performed by it to date under the Contracts and is not (with or without the lapse of time of the giving of notice, or both) in breach or default in any material respect thereunder and, to the Knowledge of Seller, no other party to any of the Assigned Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or 17

default in any material respect thereunder. MagneTek has previously notified Teledyne as to the existence of the claims referred to in Section 2.3(b), a copy of which notification is included in Schedule 2.3(b). 4.6 LITIGATION; DECREES. To the Knowledge of Seller, as of the date of this Agreement there are no pending or threatened lawsuits or claims with respect to which MagneTek or MagneTek Belgium has contacted in writing the defendant or been contacted in writing by the claimant or by counsel for the claimant by or against MagneTek relating to the Division which (a) involves a claim by or against Seller or MagneTek Belgium of more than $50,000, (b) seeks any injunctive relief or (c) relates to the Transactions, other than any pending or threatened lawsuit or claim of which any Division Employee has actual knowledge. To the Knowledge of Seller, neither MagneTek nor MagneTek Belgium is in default under any judgment, order or decree of any Governmental Authority applicable to the Division, except where the default would not have a Material Adverse Effect, other than any default of which any Division Employee has actual knowledge. 4.7 ASSETS OF THE DIVISION. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Seller exclusively in the operation of the business of the Division as conducted on the date hereof. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE ASSETS (INCLUDING THE SUBSIDIARY STOCK) OR THE DIVISION, INCLUDING AS TO THE QUALITY, CONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A

default in any material respect thereunder. MagneTek has previously notified Teledyne as to the existence of the claims referred to in Section 2.3(b), a copy of which notification is included in Schedule 2.3(b). 4.6 LITIGATION; DECREES. To the Knowledge of Seller, as of the date of this Agreement there are no pending or threatened lawsuits or claims with respect to which MagneTek or MagneTek Belgium has contacted in writing the defendant or been contacted in writing by the claimant or by counsel for the claimant by or against MagneTek relating to the Division which (a) involves a claim by or against Seller or MagneTek Belgium of more than $50,000, (b) seeks any injunctive relief or (c) relates to the Transactions, other than any pending or threatened lawsuit or claim of which any Division Employee has actual knowledge. To the Knowledge of Seller, neither MagneTek nor MagneTek Belgium is in default under any judgment, order or decree of any Governmental Authority applicable to the Division, except where the default would not have a Material Adverse Effect, other than any default of which any Division Employee has actual knowledge. 4.7 ASSETS OF THE DIVISION. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Seller exclusively in the operation of the business of the Division as conducted on the date hereof. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE ASSETS (INCLUDING THE SUBSIDIARY STOCK) OR THE DIVISION, INCLUDING AS TO THE QUALITY, CONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD TO BUYER "AS IS AND WHERE IS." ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows: 5.1 AUTHORITY; NO CONFLICTS; GOVERNMENTAL CONSENTS. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, 18

delivery and performance of this Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contract binding upon Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A)

delivery and performance of this Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contract binding upon Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Seller's (as opposed to any other third party's) participation in the Transactions. 5.2 ACTIONS AND PROCEEDINGS, ETC. There are no (a) outstanding judgments, orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against Buyer or (b) actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or, to the knowledge of Buyer, threatened against Buyer. 5.3 AVAILABILITY OF FUNDS. Buyer has all funds, or binding commitments as to the availability to Buyer of all funds, required to consummate the Transactions. 19

5.4 BUYER'S ACKNOWLEDGMENT. Buyer acknowledges and agrees that, (a) other than the representations and warranties of MagneTek specifically contained in this Agreement, there are no representations or warranties of Seller either expressed or implied with respect to Seller, the Division, the Assets or the Transactions and (b) it shall have a right to indemnification from MagneTek solely as provided in Article X hereof and shall have no claim or right to indemnification with respect to any information, documents or materials furnished by either Seller or any of its officers, directors, employees, agents or advisors, or otherwise available to Buyer. 5.5 EXON-FLORIO. Buyer is not a "foreign person" for purposes of the Exon-Florio Amendment to the Defense Production Act of 1950. 5.6 NO KNOWLEDGE OF SELLER'S BREACH. Neither Buyer nor, to the best knowledge of Buyer, any of its Affiliates, has knowledge of any breach of any representation or warranty by MagneTek or of any other condition or circumstance that would excuse Buyer from its timely performance of its obligations hereunder. If any information relevant to the representations and warranties of MagneTek under this Agreement shall come to Buyer's attention before the Closing Date (whether through Seller or otherwise), then for the purposes of MagneTek's liability under such representations and warranties the effect shall be as if the representations and warranties were so modified in this Agreement, and no claim for indemnification may be made under Article X hereof to the extent such claim would not arise under such modified representation or warranty. ARTICLE VI COVENANTS OF MAGNETEK MagneTek covenants and agrees as follows:

5.4 BUYER'S ACKNOWLEDGMENT. Buyer acknowledges and agrees that, (a) other than the representations and warranties of MagneTek specifically contained in this Agreement, there are no representations or warranties of Seller either expressed or implied with respect to Seller, the Division, the Assets or the Transactions and (b) it shall have a right to indemnification from MagneTek solely as provided in Article X hereof and shall have no claim or right to indemnification with respect to any information, documents or materials furnished by either Seller or any of its officers, directors, employees, agents or advisors, or otherwise available to Buyer. 5.5 EXON-FLORIO. Buyer is not a "foreign person" for purposes of the Exon-Florio Amendment to the Defense Production Act of 1950. 5.6 NO KNOWLEDGE OF SELLER'S BREACH. Neither Buyer nor, to the best knowledge of Buyer, any of its Affiliates, has knowledge of any breach of any representation or warranty by MagneTek or of any other condition or circumstance that would excuse Buyer from its timely performance of its obligations hereunder. If any information relevant to the representations and warranties of MagneTek under this Agreement shall come to Buyer's attention before the Closing Date (whether through Seller or otherwise), then for the purposes of MagneTek's liability under such representations and warranties the effect shall be as if the representations and warranties were so modified in this Agreement, and no claim for indemnification may be made under Article X hereof to the extent such claim would not arise under such modified representation or warranty. ARTICLE VI COVENANTS OF MAGNETEK MagneTek covenants and agrees as follows: 6.1 ACCESS. Following the Closing, MagneTek will give Buyer and its representatives reasonable access, during normal business hours and upon reasonable notice, to the personnel files of MagneTek relating to Division Employees, and to the confidential information described on Schedule 6.1; PROVIDED, HOWEVER, that Buyer shall restrict its use of such information in accordance with the Confidentiality Agreement. 6.2 TELEDYNE AGREEMENT. On or prior to the Closing Date, MagneTek will notify Teledyne Industries, Inc. ("Teledyne") that it has assigned its rights under the Teledyne Agreement as they pertain to the Division to Buyer, 20

except its rights pertaining to the claims referred to in Section 2.3(b). Buyer agrees to comply with and be bound by the provisions of the Teledyne Agreement to which the rights so assigned relate. As between Buyer and Seller, it is agreed to and acknowledged that to the extent the indemnification provided by the Teledyne Agreement is subject to a deductible and/or a maximum, the rights assigned to Buyer hereunder shall be deemed subject only to a share of such deductible equal to $50,000, and a maximum of $2,000,000. Buyer shall have the sole responsibility for establishing any claim (including such deductible) vis-a-vis Teledyne, PROVIDED that MagneTek will confirm to Teledyne the matters set forth in this Section 6.2 and provide Teledyne with any assurances it may reasonably request in respect of the bifurcation of indemnity contemplated hereby. 6.3 RESERVED. 6.4 RESERVED. 6.5 ACCOUNTS RECEIVABLE. Seller agrees promptly to forward to Buyer any and all proceeds from accounts receivable of the Division that are received by Seller to the extent they pertain to accounts receivable included in the Assets or to products sold or services provided after the Closing Date. If, after the Closing Date, Seller receives any payment from any Person who at the time of such payment has outstanding accounts payable to Seller, on the one hand ("Seller Accounts Receivable"), and to Buyer, on the other hand ("Buyer Accounts Receivable"), and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyer Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer

except its rights pertaining to the claims referred to in Section 2.3(b). Buyer agrees to comply with and be bound by the provisions of the Teledyne Agreement to which the rights so assigned relate. As between Buyer and Seller, it is agreed to and acknowledged that to the extent the indemnification provided by the Teledyne Agreement is subject to a deductible and/or a maximum, the rights assigned to Buyer hereunder shall be deemed subject only to a share of such deductible equal to $50,000, and a maximum of $2,000,000. Buyer shall have the sole responsibility for establishing any claim (including such deductible) vis-a-vis Teledyne, PROVIDED that MagneTek will confirm to Teledyne the matters set forth in this Section 6.2 and provide Teledyne with any assurances it may reasonably request in respect of the bifurcation of indemnity contemplated hereby. 6.3 RESERVED. 6.4 RESERVED. 6.5 ACCOUNTS RECEIVABLE. Seller agrees promptly to forward to Buyer any and all proceeds from accounts receivable of the Division that are received by Seller to the extent they pertain to accounts receivable included in the Assets or to products sold or services provided after the Closing Date. If, after the Closing Date, Seller receives any payment from any Person who at the time of such payment has outstanding accounts payable to Seller, on the one hand ("Seller Accounts Receivable"), and to Buyer, on the other hand ("Buyer Accounts Receivable"), and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyer Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Seller and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire undisputed Seller Accounts Receivable and undisputed Buyer Accounts Receivable in chronological order based upon the period of time such accounts receivable have existed on the books of Seller or the Buyer, as applicable. 6.6 NON-COMPETITION. (a) Subject to the terms, conditions and exceptions of this Section 6.6, MagneTek hereby agrees that neither MagneTek nor any Affiliate controlled by MagneTek (a "MagneTek Affiliate"), for a period of five years from and after the Closing Date, will engage, directly or indirectly, whether as principal, consultant, investor or otherwise, in 21

the design, development, manufacture, marketing, fabrication, test or delivery of any of the commercial products designed and manufactured for aircraft ground support systems described on Schedule 6.6 hereto. Notwithstanding anything to the contrary in this Section 6.6, the acquisition by MagneTek of (i) any Person, less than 5% of the gross revenues of which are derived from a business involved in the production of any of the products described on Schedule 6.6 hereto (a "Competitive Business") or (ii) no more than 5% of any class of securities of a Person, if such securities are traded in any public market (within or outside of the United States) or 15% of any class of privately held securities of a Person, in either case if such Person derives 5% or more of its gross revenues from a Competitive Business, shall not constitute a breach of this Section 6.6. (b) The prohibition in Section 6.6(a) shall apply to all counties in the State of California and all similar political subdivisions or regions in all states of the United States and all geographical areas worldwide (each, a "Territory"). MagneTek agrees that the remedy at law for any breach by MagneTek of this Section 6.6 will be inadequate and that Buyer shall be entitled to injunctive relief. The provisions of Section 6.6(a) have been negotiated by sophisticated commercial parties with equal bargaining power and the parties agree that such provisions are reasonable under the circumstances. The provisions set forth in Section 6.6(a) are intended as separate covenants with respect to each of the restricted activities and each Territory. If the provisions of Section 6.6(a) should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law. If any one of such provisions is declared invalid for any reason whatsoever, and if any one of such provisions cannot be reformed as aforesaid, such ruling shall not affect the validity of the remainder of the provisions. The other provisions shall remain in effect as if the provisions had been executed without the invalid provisions. The parties hereby declare

the design, development, manufacture, marketing, fabrication, test or delivery of any of the commercial products designed and manufactured for aircraft ground support systems described on Schedule 6.6 hereto. Notwithstanding anything to the contrary in this Section 6.6, the acquisition by MagneTek of (i) any Person, less than 5% of the gross revenues of which are derived from a business involved in the production of any of the products described on Schedule 6.6 hereto (a "Competitive Business") or (ii) no more than 5% of any class of securities of a Person, if such securities are traded in any public market (within or outside of the United States) or 15% of any class of privately held securities of a Person, in either case if such Person derives 5% or more of its gross revenues from a Competitive Business, shall not constitute a breach of this Section 6.6. (b) The prohibition in Section 6.6(a) shall apply to all counties in the State of California and all similar political subdivisions or regions in all states of the United States and all geographical areas worldwide (each, a "Territory"). MagneTek agrees that the remedy at law for any breach by MagneTek of this Section 6.6 will be inadequate and that Buyer shall be entitled to injunctive relief. The provisions of Section 6.6(a) have been negotiated by sophisticated commercial parties with equal bargaining power and the parties agree that such provisions are reasonable under the circumstances. The provisions set forth in Section 6.6(a) are intended as separate covenants with respect to each of the restricted activities and each Territory. If the provisions of Section 6.6(a) should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law. If any one of such provisions is declared invalid for any reason whatsoever, and if any one of such provisions cannot be reformed as aforesaid, such ruling shall not affect the validity of the remainder of the provisions. The other provisions shall remain in effect as if the provisions had been executed without the invalid provisions. The parties hereby declare that they intend that the remaining provisions continue to be effective without any that have been declared invalid and not reformed as aforesaid. 6.7 CESSATION OF MANUFACTURE. MagneTek agrees that if it does not sell the PTS Division of MagneTek to the Carlyle Group and it ceases to manufacture any of the products identified on Schedule 6.1 of this Agreement, it will provide to Buyer on commercially reasonable terms all drawings, test specifications and procedures, technical 22

data, pc board drawings, wiring, diagrams, schematic diagrams, parts lists, technical manuals and parts, specifications and other data necessary for Buyer to manufacture or arrange for the manufacture of any such product which Seller no longer manufactures. ARTICLE VII COVENANTS OF BUYER Buyer covenants and agrees as follows: 7.1 ACCOUNTS RECEIVABLE. Buyer agrees to promptly forward or cause to be forwarded to Seller any and all proceeds from accounts receivable of Seller (including those comprising Excluded Assets) that are received by Buyer or the Division after the Closing Date. If, after the Closing Date, Buyer receives any payment from any Person who at the time of such payment has outstanding Seller Accounts Receivable and Buyer Accounts Receivable, and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyers Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Seller and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire undisputed Seller Accounts Receivable and undisputed Buyer Accounts Receivable in chronological order based upon the period of time such accounts receivable have existed on the books of the Seller or Buyer, as applicable. 7.2 WAIVER OF BULK SALES LAW COMPLIANCE. Buyer hereby waives compliance by Seller with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which Assets are located and all other similar Requirements of Law applicable to bulk sales and transfers, to the extent applicable

data, pc board drawings, wiring, diagrams, schematic diagrams, parts lists, technical manuals and parts, specifications and other data necessary for Buyer to manufacture or arrange for the manufacture of any such product which Seller no longer manufactures. ARTICLE VII COVENANTS OF BUYER Buyer covenants and agrees as follows: 7.1 ACCOUNTS RECEIVABLE. Buyer agrees to promptly forward or cause to be forwarded to Seller any and all proceeds from accounts receivable of Seller (including those comprising Excluded Assets) that are received by Buyer or the Division after the Closing Date. If, after the Closing Date, Buyer receives any payment from any Person who at the time of such payment has outstanding Seller Accounts Receivable and Buyer Accounts Receivable, and the payment (a) does not indicate whether it is in respect of Seller Accounts Receivable or Buyers Accounts Receivable or (b) indicates that it is in payment of both Seller Accounts Receivable and Buyer Accounts Receivable without specifying the portion to be allocated to each, then Seller and Buyer shall consult with one another to determine the proper allocation of such payment; and, if they are unable to reach agreement on the proper allocation, such payment shall be applied so as to retire undisputed Seller Accounts Receivable and undisputed Buyer Accounts Receivable in chronological order based upon the period of time such accounts receivable have existed on the books of the Seller or Buyer, as applicable. 7.2 WAIVER OF BULK SALES LAW COMPLIANCE. Buyer hereby waives compliance by Seller with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which Assets are located and all other similar Requirements of Law applicable to bulk sales and transfers, to the extent applicable to the Transactions. MagneTek shall indemnify Buyer in connection with the foregoing matters pursuant to Section 10.1(c) hereof. 7.3 INSURANCE. Buyer shall secure insurance with respect to the Division from the Closing Date covering general liability and products liability in amounts customary for the industry in which the Division operates. 7.4 GUARANTY RELATING TO MAGNETEK BELGIUM. As promptly as practicable, and in any event not later than 14 calendar days after the Closing Date, Buyer will cause to be released all of the obligations of Seller evidenced by or 23

undertaken in accordance with the letter of MagneTek to NV Kredietbank dated March 24, 1993, a copy of which is attached as Schedule 7.4 (the "Belgium Obligations"), including but not limited to the guarantee obligation of Seller of up to 28,546,473 Belgian Francs, with Seller having no liability in respect thereof after the release. If such obligations are not released within such 14-day period, Seller shall be credited with the sum of $1,000, to be applied against its future obligations under the Warranty Services Agreement, for each full or partial seven calendar day period that elapses after the expiration of the 14-day period until the Belgium Obligations are released. 7.5 SAUDI LETTERS OF CREDIT. Buyer shall use its best efforts after the Closing to cause to be released those certain letters of credit issued by Bank of America in favor of the Al Henaki Trading Corporation relating to a Contract or Contracts of MagneTek, with Seller having no liability in respect thereof, until such letters of credit expire or are released. Until the release or expiration of such letters of credit, Buyer, without cost to Seller, shall timely perform all of the obligations under the Contract or Contracts to which the letters of credit relate and shall take all other actions required to prevent Seller from incurring any liability in respect of such letters of credit. 24

ARTICLE VIII

undertaken in accordance with the letter of MagneTek to NV Kredietbank dated March 24, 1993, a copy of which is attached as Schedule 7.4 (the "Belgium Obligations"), including but not limited to the guarantee obligation of Seller of up to 28,546,473 Belgian Francs, with Seller having no liability in respect thereof after the release. If such obligations are not released within such 14-day period, Seller shall be credited with the sum of $1,000, to be applied against its future obligations under the Warranty Services Agreement, for each full or partial seven calendar day period that elapses after the expiration of the 14-day period until the Belgium Obligations are released. 7.5 SAUDI LETTERS OF CREDIT. Buyer shall use its best efforts after the Closing to cause to be released those certain letters of credit issued by Bank of America in favor of the Al Henaki Trading Corporation relating to a Contract or Contracts of MagneTek, with Seller having no liability in respect thereof, until such letters of credit expire or are released. Until the release or expiration of such letters of credit, Buyer, without cost to Seller, shall timely perform all of the obligations under the Contract or Contracts to which the letters of credit relate and shall take all other actions required to prevent Seller from incurring any liability in respect of such letters of credit. 24

ARTICLE VIII MUTUAL COVENANTS Seller and Buyer covenant and agree as follows: 8.1 PERMITS AND CONSENTS. (a) As promptly as practicable after the date hereof, Buyer and Seller shall make all filings with governmental bodies and other regulatory authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Seller shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Seller and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. As to the Assigned Contracts on Schedule 8.1(a), Buyer shall use commercially reasonable efforts to cause the other party to such Contract to agree to a complete novation as to Seller in respect thereof. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts and that Seller will not assign to Buyer at the Closing any Assigned Contract that by its terms requires, prior to such assignment, the consent of any other contracting party thereto unless such consent has been obtained prior to the Closing Date. (b) Buyer agrees that Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the Transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation or warranty of MagneTek or covenant of MagneTek contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Seller shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that Seller commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase 25

Price shall not be subject to adjustment by r