-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BVU8A0CmEggcBDvnaf0v8a++Y8ovlhuHDLJg0VAKiYBUCPsQ68+O32VdY1cj1Ceg 9nFjjdqgCqvBKV6kz7ismA== 0000950123-10-028400.txt : 20100326 0000950123-10-028400.hdr.sgml : 20100326 20100325212849 ACCESSION NUMBER: 0000950123-10-028400 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 35 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100326 DATE AS OF CHANGE: 20100325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOUGHT AIRCRAFT INDUSTRIES INC CENTRAL INDEX KEY: 0001278061 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 752884072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-112528 FILM NUMBER: 10706027 BUSINESS ADDRESS: STREET 1: 201 EAST JOHN CARPENTER FREEWAY STREET 2: TOWER 1, SUITE 900 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-946-2011 MAIL ADDRESS: STREET 1: P.O. BOX 655907 STREET 2: M/S 49-46 CITY: DALLAS STATE: TX ZIP: 75265-5907 10-K 1 d71440e10vk.htm FORM 10-K e10vk
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to __________
Commission File No. 333-112528
(VOUGHT AIRCRAFT INDUSTRIES INC. LOGO)
Vought Aircraft Industries, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware   75-2884072
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)
201 East John Carpenter Freeway, Tower 1, Suite 900
Irving, Texas 75062
(Address of principal executive offices including zip code)
(972) 946-2011
(Registrant’s telephone number and area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o     No þ
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ     No o
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. þ
          Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer þ   Small reporting company o
        (Do not check if a smaller reporting company)    
     Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o     No þ
     As of March 25, 2010, there were 24,818,900 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
     None.
 
 

 


 

TABLE OF CONTENTS
             
        Page
 
  PART I        
 
           
  Business     1  
  Risk Factors     13  
  Unresolved Staff Comments     24  
  Properties     25  
  Legal Proceedings     25  
  [Reserved]        
 
           
 
  PART II        
 
           
  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     27  
  Selected Financial Data     28  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     29  
  Quantitative and Qualitative Disclosures about Market Risk     43  
  Financial Statements and Supplementary Data     47  
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     95  
  Controls and Procedures     95  
  Other Information     97  
 
           
 
  PART III        
 
           
  Directors, Executive Officers and Corporate Governance     98  
  Executive Compensation     102  
  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     118  
  Certain Relationships, Related Transactions and Director Independence     120  
  Principal Accountant Fees and Services     122  
 
           
 
  PART IV        
 
           
  Exhibits and Financial Statement Schedules     124  
 EX-2.5
 EX-10.14
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

 


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Certain Definitions
     Unless the context requires otherwise, all references in this report to “Vought”, “Company”, “our company”, “we”, “our”, “us” and similar terms refer to Vought Aircraft Industries, Inc. and its wholly owned subsidiaries, VAC Industries, Inc., Vought Commercial Aircraft Company and Contour Aerospace Corporation.
Cautionary Statement Regarding Forward Looking Statements
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward looking statements are based upon our current expectations and projections about future events. When used in this annual report on Form 10-K, the words ‘‘believe,” ‘‘anticipate,” ‘‘intend,” ‘‘estimate,” ‘‘expect,” ‘‘should,” ‘‘may” and similar expressions, or the negative of such words and expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. The forward-looking statements in this annual report are primarily located in the material set forth under the headings ‘‘Business,” ‘‘Risk Factors” and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations” but are found in other locations as well. These forward-looking statements generally relate to our plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Although we believe that our plans and objectives reflected in or suggested by these forward-looking statements are reasonable, we may not achieve these plans or objectives. You should read this annual report completely and with the understanding that actual future results may be materially different from what we expect. We will not update forward-looking statements even though our situation may change in the future.
Specific factors that might cause actual results to differ from our expectations include, but are not limited to:
    global and domestic financial market and economic conditions;
    market risks related to the refinancing of our indebtedness;
    competition;
    operating risks and the amounts and timing of revenues and expenses;
    project delays or cancellations;
    product liability claims;
    global and domestic market or business conditions and fluctuations in demand for our products and services;
    the impact of recent and future federal and state regulatory proceedings and changes, including changes in environmental and other laws and regulations to which we are subject, as well as changes in the application of existing laws and regulations;
    political, legal, regulatory, governmental, administrative and economic conditions and developments in the United States and internationally;
    the effect of and changes in economic conditions in the areas in which we operate;
    returns on pension assets and impacts of future discount rate changes on pension obligations;

 


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    environmental constraints on operations and environmental liabilities arising out of past or present operations;
    current and future litigation;
    the direct or indirect impact on our company’s business resulting from terrorist incidents or responses to such incidents, including the effect on the availability of and premiums on insurance; and
    weather and other natural phenomena.

 


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PART I
Item 1. Business
Overview
     We are a leading global manufacturer of aerostructure products for commercial, military and business jet aircraft. We develop and manufacture a wide range of complex aerostructures such as fuselages, wing and tail assemblies, engine nacelles, flight control surfaces as well as helicopter cabins. Our diverse and long-standing customer base consists of the leading aerospace original equipment manufacturers, or OEMs, including Airbus, Boeing, Cessna, Gulfstream, Hawker Beechcraft, Lockheed Martin, Northrop Grumman and Sikorsky, as well as the U.S. Air Force. We believe that our new product and program development expertise, engineering and composite capabilities, the importance of the products we supply and the advanced manufacturing capabilities we offer make us a critical partner to our customers. We collaborate with our customers and use the latest technologies to address their needs for complex, highly engineered aerostructure components and subsystems. Our products are used on many of the largest and longest running programs in the aerospace industry, including the Airbus 330/340, Boeing 737, 767, 777 and C-17 Globemaster III, Lockheed Martin C-130, Sikorsky H-60, Gulfstream G350, G450, G500 and G550, as well as significant derivative aircraft programs such as the 747-8. We are also a key supplier to our customers on newer platforms, which we believe have high growth potential, such as the Northrop Grumman Global Hawk unmanned aerial vehicle, Boeing 787 and Boeing V-22 Osprey. We generated revenue of approximately $1.9 billion for the year ended December 31, 2009. See our consolidated statement of operations in Item 8 of this report.
     On March 23, 2010, we entered into a merger agreement with Triumph Group, Inc. (“Triumph”) pursuant to which we will be acquired by Triumph. It is anticipated that in connection with that transaction all of our currently outstanding material indebtedness will be repaid in full. Triumph is a public company listed on the NYSE under the ticker symbol “TGI,” and is a designer, engineer, manufacturer, repairer and over hauler of aircraft components and accessories. For more information regarding this transaction, see Item 9B of this Form 10-K.
Markets
     We operate within the aerospace industry as a manufacturer of aerostructures for commercial, military and business jet aircraft. Market and economic trends that impact the rates of growth of these markets affect the sales of our products. Demand for the aerostructures we produce is largely driven by aircraft build rates, which are, in turn, driven by demand for new aircraft. The competitive outlook and major growth drivers for each of our markets is discussed below.
     Commercial Aircraft Market. The commercial aircraft market can be categorized by aircraft size and seating as follows:
    Large wide-body aircraft with twin aisles (more than 200 seats). This category includes the Boeing 747-8, 767, 777 and 787 and the Airbus A330/340 and A380, as well as the A350XWB, planned for entry into service in 2013.
    Smaller narrow-body aircraft with single aisles (excluding regional aircraft) (100 to 200 seats). This category includes the Boeing 737, the Bombadier C series and the Airbus A320 family (A318/319/320/321).
    Regional jets (approximately 40 to 110 seats). This category includes the Bombardier CRJ Series and the Embraer ERJ 135, 140 and 145 aircraft. Embraer also produces larger (70-108 seats) regional aircraft such as the ERJ 170/175 and ERJ 190/195.
     Demand for new commercial aircraft is driven by many factors, including general economic conditions, passenger and cargo air traffic, airline profitability, the introduction of new aircraft models, and the availability and profile of used aircraft. The primary manufacturers of large commercial aircraft are Airbus and Boeing, both of which have projected significant growth in the number of commercial and freighter aircraft in service over the next 20 years.
     While Boeing and Airbus generally agree on the magnitude of the growth in the commercial market, the manufacturers differ in their projections of numbers of aircraft and in their views of the size and type of aircraft that will be delivered over that timeframe. The long-term growth projections for the commercial aircraft market used in their latest market forecasts are:
         
    Annual Passenger Revenue Growth   Annual Cargo Revenue Growth
Airbus
  4.7%   5.2%
Boeing
  4.9%   5.4%

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     However, forecasters have been unable to predict the peaks and troughs of the aviation cycle, including the significant downturn in production volumes post-2001, the dramatic increase in orders for commercial aircraft from 2005-2008 or the current downturn in production volumes. We believe that the current reductions in delivery rates will continue through at least the end of 2010. However, as economic conditions improve, we anticipate that delivery rates will increase in line with the long-term forecast for commercial aircraft.
     Military Aircraft Market. The military aircraft market can be categorized as follows:
    Transport Aircraft or Cargo Aircraft —This aircraft category is characterized by the capability to transport troops, equipment and humanitarian aid including aircraft with the capability to operate from short and roughly prepared airfields or to perform airdrops of troops and equipment when landing is not an option. There are generally three classes of cargo aircraft: large cargo aircraft, such as the C-17 Globemaster III, C-5 Galaxy and AN124; medium cargo aircraft, such as the C-130J Hercules and the Airbus A400M, which is under development; and small cargo aircraft, such as the C-27J Spartan and EADS CASA C-295.
    Unmanned Air Vehicles (“UAVs”) — Currently this class of aircraft is generally used for observation and command and control. Increasingly important in the U.S. military strategy, the use of this class of aircraft is broadening into weapons delivery and air combat. Examples include Global Hawk, the Predator and the Hunter.
    Rotorcraft — The missions of the rotorcraft fleet are broad and varied and are critical to the war efforts in Iraq and Afghanistan. The critical missions that rotorcraft serve include intra-theatre cargo delivery, troop transport and rapid insertion, observation and patrol, ground attack and search and rescue and Special Operations. All models are seeing heavy use in Iraq and Afghanistan and, as a result, the delivery rates are increasing on most models due to the wear and damage the aircraft are experiencing. Examples include the H-60, sometimes referred to as Black Hawk, V-22 Osprey, CH-47 Chinook and the AH-64 Apache.
    Fighter and Attack Aircraft Fighter aircraft are used in air-to-air combat and provide air superiority over the battle space. This role enables other friendly aircraft to perform their missions. Attack aircraft are used to support ground troops in close air support roles and penetrating attacks. This category includes the F-22 Raptor, F-15E Eagle, A-10 Thunderbolt II, the F/A-18 Super Hornet and the F-35 Lightning II.
    Aerial Tanker Aircraft Tankers used to deliver fuel to other aircraft while airborne are essential to the effective use of combat and support aircraft. The Air Force issued a RFP to replace the KC-135 with the KC-X tanker. Boeing has indicated that it plans to base its entrant on a modified version of the 767 commercial airframe and we provide aerostructures for that aircraft.
     Demand for new military aircraft in the U.S. is driven by the national defense budget, procurement funding decisions, geopolitical conditions worldwide and current operational use of the existing fleet. We expect that demand for our military products should remain strong for the next several years due to the continuing and anticipated pace of military operations and the U.S. military’s need to more rapidly repair or replace its existing fleet of equipment.
     Business Jet Aircraft Market. The business jet market includes personal and business jet aircraft with a worldwide fleet today exceeding 14,000 aircraft. There are currently more than 40 different models of business jets in production or development, ranging from Very Light Jets (VLJ) seating four passengers to transcontinental business jets that carry up to 19 passengers. The business jet market is generally classified into three major segments: Light (which include VLJ, Entry and Light jets with sale prices ranging from approximately $1 million to $10 million per aircraft), Medium (which include Light-Mid, Medium and Super-Mid jets with sale prices ranging from approximately $10 million to $20 million per aircraft), and Heavy (which include Heavy, Long Range and Ultra Long Range jets with sale prices ranging from approximately $20 million to $45 million per aircraft). The primary business jet aircraft manufacturers are Bombardier, Cessna, Dassault Aviation, Embraer, Gulfstream and Hawker Beechcraft.
     The U.S. Air Force also operates a fleet of business jet aircraft for use by the executive and legislative branches of government as well as the U.S. joint command leadership. In addition, many foreign governments provide business jet aircraft to high-ranking officials.

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     The business aviation market has been highly cyclical with general economic activity and corporate profitability driving the demand for new business jet aircraft. As a result of the economic downturn experienced during 2008 and 2009, the business aviation segment has suffered significantly. However, as the economy begins to rebound, it is anticipated that the business jet aircraft market will experience growth. Additionally, growth in the business jet segment is expected to occur in emerging markets such as Eastern Europe, Asia and the Middle East. As a major supplier to the top-selling Gulfstream G350, G450, G500 and G550 aircraft and the Citation X program, we believe we are well positioned in key segments of the business jet market.
     Products and Programs.
     We design, manufacture and supply both metal and composite aerospace structural assemblies including the following:
    fuselage sections (including upper and lower ramp assemblies, skin panels, aft sections, and pressure bulkheads);
    wings and wing assemblies (including skin panels, spars, and leading edges);
    empennages (tail assemblies, including horizontal and vertical stabilizers, horizontal and vertical leading edge assemblies, elevators and rudders);
    nacelles and nacelle components (the structures around engines, including fan cowls, inlet cowls, pylons and exhaust nozzles);
    rotorcraft cabins and substructures;
    detail parts (metallic and composite); and
    control surfaces (including flaps, ailerons, rudders, spoilers and elevators).
     We have a diverse base of contracts in each of the significant aerospace markets described above. The following chart summarizes our revenue for the years ended December 31, 2009, 2008 and 2007. See our consolidated financial statements included in Item 8 of this report for a more detailed description of our historical results of operations.
                                                 
    Year Ended     Year Ended     Year Ended  
    December 31, 2009     December 31, 2008     December 31, 2007  
            Percent             Percent             Percent  
            of Total             of Total             of Total  
    Revenue     Revenue     Revenue     Revenue     Revenue     Revenue  
                    ($ in millions)                  
Revenue:
                                               
Commercial
    946.7       50 %     848.1       48 %     782.1       48 %
Military
    664.3       35 %     607.4       34 %     530.0       33 %
Business jets
    266.8       15 %     319.5       18 %     301.0       19 %
 
                                   
Total revenue
  $ 1,877.8       100 %   $ 1,775.0       100 %   $ 1,613.1       100 %
 
                                   
     The tables in the following three categories summarize the major programs that we currently have under long-term contract by customer and product, indicating in each case whether we are a sole-source provider and the year of commencement of the program. For the purposes of the tables, we are considered a sole-source provider if we are currently the only provider of the structures we supply for that program. The year of commencement of a program is the year a contract was signed with the OEM.

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     Commercial Aircraft Products. We produce a wide range of commercial aircraft products and participate in a number of major commercial programs for a variety of customers.
     We are one of the largest independent manufacturers of aerostructures for Boeing Commercial Airplanes (“Boeing Commercial”). We are also one of the largest U.S. manufacturers of aerostructures for Airbus and have more than 20 years of commercial aircraft experience with the various Airbus entities. Our major commercial programs are summarized as follows:
                 
Commercial Aircraft           Year Program
Customer/Platform   Product   Sole-Source   Commenced
Airbus
               
A330/340
  Upper skin panel assemblies, center spar and midrear spar, mid and outboard leading edge assemblies   ü     1988  
A340-500/600
  Upper skin panel, stringers, center spar and midrear spar, mid and outboard leading edge assemblies   ü     1998  
Boeing
               
737
  Inboard flaps         2009  
747
  Fuselage panels and empennage (vertical stabilizer, horizontal stabilizer and aft body section)   ü     1966  
767
  Wing center section, horizontal stabilizer and aft fuselage section   ü     1980  
777
  1993 — Inboard flaps, spoilers and spare requirements 2009 — outboard flaps and ailerons   ü     1993, 2009  
787
  Detail parts and frame assembly   ü     2005  
     Military Aircraft Products. We produce a broad array of products for military organizations both in the United States and around the world. In the United States, we provide aerostructures for a variety of military platforms, including transport, rotorcraft and unmanned aircraft utilized by all four branches of the U.S. military. Our major military programs are summarized as follows:
                 
Military Aircraft           Year Program
Customer/Platform   Product   Sole-Source   Commenced
Bell/Boeing
               
V-22 Osprey
  Fuselage skin panels, empennage (sole-source) and ramp door assemblies         1993  
Boeing
               
C-17 Globemaster III
  Empennage and nacelle components   ü     1983  
Lockheed Martin
               
C-130J Hercules
  Empennage   ü     1953  
Northrop Grumman
               
Global Hawk
  Integrated composite wing   ü     1999  
Sikorsky
               
H-60
  Cabin structure         2004  
U.S. Air Force
               
C-5 Galaxy
  Flaps, slats, elevators, wing tips and panels         2002  

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     Business Jet Aircraft Products. Our customers in this market include primary business jet aircraft manufacturers such as Cessna, Gulfstream, and Hawker Beechcraft. We believe we are the largest aerostructures supplier to Gulfstream for their G350, G450, G500, and G550 models. Our major business jet programs are summarized as follows:
                 
Business Jet Aircraft           Year Program
Customer/Platform   Product   Sole-Source   Commenced
Cessna
               
Citation X
  Upper and lower wing skin assemblies   ü     1992  
Gulfstream
               
G350 and G450
  Nacelle components and wing boxes   ü     1983  
G500 and G550
  Integrated wings   ü     1993  
Hawker Beechcraft
               
Hawker 800
  Nacelle components   ü     1981  
Competitive Strengths
     Leading, Diversified Position in the Aerostructures Market. We are a leading global manufacturer of aerostructures with a diverse mix of programs serving the commercial, military and business jet markets. Of our $1,877.8 million in total revenue for 2009, $946.7 million, $664.3 million and $266.8 million were derived from sales to the commercial, military and business jet markets, respectively. We manufacture aerostructures for Boeing and Airbus, the world’s leading commercial aircraft OEMs. We also provide aerostructures for a variety of military aircraft platforms utilized by all branches of the U.S. military, including transport, tanker, surveillance, rotor aircraft and UAVs. Our business jet customers include some of the largest business jet aircraft manufacturers worldwide such as Cessna and Gulfstream.
     Sole-Source Provider on High Volume, Long-Lived Commercial Platforms. We are a market leader on many long-lived commercial programs and are well positioned to capitalize on future growth in these established programs and other new program launches. We have a long history of new program development and have played a key role in the development of many of today’s most important commercial platforms including the 747, 767, 777, 787 and A330/340 since their inceptions. The success of these and other legacy programs provides a strong foundation for our business and positions us well for future growth on new programs and new derivatives. For example, we have extended our participation in the 747 program with the new 747-8 derivative.
     Strong Incumbent Position on Key Long-Lived Military Programs. We have a long history serving a diverse range of military aircraft programs, with particular strength in fixed-wing transport and rotor aircraft. We are the sole-source provider for several of the structures that we provide under our military programs. We have been a key supplier to the C-130 program since its inception in 1953 and the C-17 Globemaster III since its inception in 1983. We are also a key provider on newer military programs with high growth potential such as the V-22 Osprey and Global Hawk. Our key customers in the military market are Boeing, Lockheed Martin, Northrop Grumman, Sikorsky and the U.S. Air Force.
     Attractive Business Model. Our business model has several attractive features, including:
    Strong, Stable Cash Flow From Legacy Programs. Revenue from legacy aircraft programs, such as the C-17, V-22, Global Hawk, 767, 777 and A330/340 which require only moderate capital expenditures to support current delivery rates, provides us with a source of strong, recurring cash flow.
    Significant Revenue Visibility. Most of our 2009 revenues were generated under long-term contracts and from programs on which we are the sole-source provider. Our customers typically place orders well in advance of required deliveries, which gives us considerable visibility with respect to our future revenues. These advance orders also generally create a significant backlog for us, which was approximately $2.1 billion at December 31, 2009.

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    Opportunity to Participate on Next Generation Aircraft. Our long history with our customers and our engineering, design and technology expertise positions us to be a key aerostructures provider on future derivatives of existing programs, such as Boeing’s 747-8. We believe we are well positioned to compete for new business on next generation commercial wide body, narrow body, regional jet, business jet and military programs.
     Advanced Manufacturing and Technical Capabilities. We are a leading global manufacturer of some of the largest and most technologically advanced parts and assemblies for a diverse range of aircraft. Our capabilities include precision assembly techniques, automated assembly processes and large-bed machining and the fabrication of large composite fiber reinforced parts. As a key program partner on the 787 program, we have enhanced our industry-leading capability in the design, manufacturing and integration of complex composite structures. Our systems integration capabilities and ability to support challenging new aircraft schedules with cost-effective design and manufacturing solutions makes us a preferred partner for our OEM customers. These advanced capabilities are integral to our ability to continue to create innovative products and services for current and next generation aircraft programs.
     High Barriers to Entry with High Switching Costs for Customers. It would be challenging for new competitors to enter the aerostructures market due to the significant time and capital expenditures necessary to develop the capabilities to design, manufacture, test and certify aerostructure parts and assemblies. When competing for contract awards, new entrants would be required to make substantial up-front investment as well as develop and demonstrate sophisticated manufacturing expertise and experienced-based industry and aircraft program knowledge. Furthermore, aerostructure manufacturers must have extensive certifications and approvals from customers and government regulators, such as the Defense Contract Management Agency and the FAA. Additionally, due to the risk of serious production delays from switching suppliers and the high cost of additional testing and certification, we believe that OEMs are unlikely to change an aerostructure supplier after initial manufacturing contracts have been awarded.
     Well Positioned in the Military Aircraft Market. We serve a broad spectrum of the military aircraft market, with particular strength in fixed-wing transport and rotor aircraft. Currently, we provide aerostructures for key military transport programs, including the C-17 Globemaster III, as well as the important rotorcraft military segment, with V-22 Osprey tilt rotor transport and the H-60 helicopter. Additionally, we provide the integrated wing on the highly successful Global Hawk UAV.
     Strong and Experienced Management Team. We have an experienced and proven management team with an average of over 21 years of aerospace and defense industry experience. This management team has been responsible for the successful revenue growth and cost reduction initiatives that have driven our increased productivity and profitability over the past several years.
Business Strategy
     We intend to capitalize on our position as a leading global aerostructures manufacturer and on the expected long-term growth in the commercial, military and business jet markets. Specifically, we intend to:
     Enhance our Position as a Strategic and Valued Partner to our Customers. We will focus on strengthening our customer relationships and expanding our market opportunities by partnering with our OEM customers on their current and future aircraft platforms. We strive to be our customers’ most valued partner through excellence in our product and process technologies and by providing access to modern and efficient production facilities. We expect to continue to improve our manufacturing efficiencies, continually making operational and process upgrades to maintain the highest standards of quality and on-time delivery.
     Leverage Our Long History and Expertise Across Our Diverse Markets. We continue to pursue opportunities to increase our sales to new and existing customers across the commercial, military and business jet markets by capitalizing on opportunities both on existing platforms as well as on future derivative and next generation programs. We believe that we are well positioned to win additional business given the breadth of our customer relationships, capabilities and experience, and our quality of service and support.

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    Legacy Programs: We believe we are well positioned on our important legacy commercial and business jet programs. We have the ability to accommodate higher production rates from our customers on those legacy programs when the economy rebounds. We also believe we have the capability to meet the future production needs of our military OEM customers and the U.S. Air Force.
    Derivative Programs: We intend to utilize our incumbent position on existing programs to provide aerostructures on derivative programs such as the Boeing 747-8.
    Next Generation Programs: Next generation aircraft programs will rely to a greater extent on streamlined assembly methods and advances in composite materials. We believe we are well positioned to participate in these programs, which will include next generation versions of the U.S. military tanker, narrow and wide body commercial aircraft and business jets. We believe we have developed certain distinguishing capabilities through our historical and current programs, including the 787, C-17, Global Hawk and V-22, which we intend to leverage in our pursuit of future business.
     Continue to Provide Advanced Products and Technologies. We place a high priority on the ongoing technological development and application of our products and services. Our commitment to innovation is evidenced by the significant investment we have made in new program initiatives such as the investment in our composite fabrication and advanced manufacturing capabilities. We believe this important investment has made us an industry leader in technology and new product development, strengthened our customer relationships and positioned us to generate new business on existing and future programs.
     Continue Operational Improvements. We will continue to implement the best operational practices that have already resulted in significant operational improvements with respect to safety, quality, schedule performance and productivity, which have contributed to increased profitability over the last two years. These best operational practices are institutionalized as part of what we refer to as the Vought Operating System, which is now implemented in all of our facilities to drive operational improvements.
     Globalize Our Production Process. We intend to globalize our production process through initiatives such as global sourcing. We believe that our initiatives will allow us to reduce costs, expand our capabilities and provide strategic benefits to our customers.
     Selectively Pursue Acquisitions or Mergers. We intend to selectively pursue acquisition or merger opportunities that fit our business strategy, in particular opportunities that will further enhance and diversify our program portfolio as well as provide further technological differentiation.
Customers
     We generate a large proportion of our revenues from three large customers. The following table reports the total revenue from these customers relative to our total revenue.
                                                 
    Year Ended     Year Ended     Year Ended  
    December 31, 2009     December 31, 2008     December 31, 2007  
            Percent             Percent             Percent  
            of Total             of Total             of Total  
Customers   Revenue     Revenue     Revenue     Revenue     Revenue     Revenue  
                    ($ in millions)                  
Airbus
  $ 163.4       9 %   $ 222.3       13 %   $ 206.2       13 %
Boeing
    1,188.8       63 %     976.4       55 %     919.0       57 %
Gulfstream
    244.0       13 %     275.7       15 %     259.1       16 %
 
                                   
Total revenue to large customers
    1,596.2       85 %     1,474.4       83 %     1,384.3       86 %
 
                                   
 
                                               
Total revenue
  $ 1,877.8       100 %   $ 1,775.0       100 %   $ 1,613.1       100 %

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     Although the majority of our revenues are generated by sales into the U.S. market, as shown on the following table, a significant portion of our revenues are generated by sales to OEMs located outside of the United States.
                                                 
    Year Ended     Year Ended     Year Ended  
    December 31, 2009     December 31, 2008     December 31, 2007  
            Percent             Percent             Percent  
            of Total             of Total             of Total  
Revenue Source   Revenue     Revenue     Revenue     Revenue     Revenue     Revenue  
                    ($ in millions)                  
United States
  $ 1,713.9       91 %   $ 1,552.7       87 %   $ 1,406.9       87 %
International (1)
                                               
England
    149.4       8 %     153.3       9 %     143.0       9 %
Other
    14.5       1 %     69.0       4 %     63.2       4 %
 
                                   
Total International
    163.9       9 %     222.3       13 %     206.2       13 %
 
                                   
Total revenue
  $ 1,877.8       100 %   $ 1,775.0       100 %   $ 1,613.1       100 %
 
                                   
 
(1)   Our primary international customer is Airbus.
Raw Materials, Purchased Parts and Suppliers
     We depend on the availability of raw materials, component parts and subassemblies from our suppliers and subcontractors. Our suppliers’ ability to provide timely and quality raw materials, components, kits and subassemblies affects our production schedules and contract profitability. We maintain an extensive qualification and performance surveillance system to control risk associated with this reliance on the supply chain. Additionally, while certain of our current suppliers of raw material and components are the only suppliers used by our company at this time, we believe we can obtain such raw materials and components from other sources of supply, if necessary. However, certain of our contracts require that our suppliers be approved by our customers, which could result in significant delays or expenses in switching suppliers.
     Our strategic sourcing initiatives seek to find ways of mitigating the inflationary pressures of the marketplace. In recent years, these inflationary pressures have affected the market for raw materials. However, we believe that raw material prices will remain stable through the remainder of 2010 and after that, experience increases that are in line with inflation. Additionally, we generally do not employ forward contracts or other financial instruments to hedge commodity price risk.
     These macro-economic pressures may increase our operating costs with consequential risk to our cash flow and profitability. We generally do not employ forward contracts or other financial instruments to hedge commodity price risk, although we continuously explore supply chain risk mitigation strategies.
     We also depend on third party suppliers for most of our information technology requirements necessary to run our business.
Research and Development and Specialized Engineering Services
     Our scientists, engineers and other personnel have capabilities and expertise in structural design, stress analysis, fatigue and damage tolerance, testing, systems engineering, factory support, product support, tool design, inspection and systems installation design. The costs incurred relating to independent research and development for the years ended December 31, 2009, 2008 and 2007, were $3.2 million, $5.5 million and $4.4 million, respectively, recorded in selling, general and administrative expenses in our income statement. We work jointly with our customers and the supply base to ensure that our investments complement the needs of our industry, rather than duplicate what our stakeholders are developing.

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Intellectual Property
     We have a number of patents related to our processes and products. While in the aggregate our patents are of material importance to our business, we believe that no single patent or group of patents is of material importance to our business as a whole. We also rely on trade secrets, confidentiality agreements, unpatented knowledge, creative product development and continuing technological advancement to maintain our competitive position.
     Additionally, our business depends on using certain intellectual property and tooling that we have rights to use pursuant to license grants under our contracts with our OEM customers. These contracts contain restrictions on our use of the intellectual property and tooling and may be terminated if we violate certain of these restrictions. Our loss of a contract with an OEM customer and the related license rights to use an OEM’s intellectual property or tooling would materially adversely affect our business.
Competition
     In the production and sale of aerospace structural assemblies, we compete with numerous U.S. and international companies on a worldwide basis. Primary competition comes from internal work completed by the operating units of OEMs including Airbus, Boeing, Gulfstream, Lockheed Martin, Northrop Grumman, Sikorsky and Raytheon. We also face competition from independent aerostructures suppliers in the U.S. and overseas who, like us, provide services and products to the OEMs. Our principal competitors among independent aerostructures suppliers include: Alenia Aeronautica, Fuji Heavy Industries, GKN Westland Aerospace (U.K.), Goodrich Corp., Kawasaki Heavy Industries, Mitsubishi Heavy Industries, Spirit AeroSystems and Stork Aerospace.
     OEMs may choose not to outsource production of aerostructures due to, among other things, their own direct labor and overhead considerations, capacity utilization at their own facilities and desire to retain critical or core skills. Consequently, traditional factors affecting competition, such as price and quality of service, may not be significant determinants when OEMs decide whether to produce a part in-house or to outsource.
     However, when OEMs choose to outsource, they typically do so for one or more of the following reasons:
    lower cost;
    capacity limitations;
    a business need or desire to utilize other’s unique engineering and design capabilities;
    a desire to share the required upfront investment;
    risk sharing; and
    strategic reasons in support of sales.
     Our ability to compete for large structural assembly contracts depends upon:
    our underlying cost structure that enables a competitive price;
    the readiness and availability of our facilities, equipment and personnel to undertake and nimbly implement the programs;
    our engineering and design capabilities;
    our ability to manufacture or rapidly procure both metal and composite structures;
    our ability to support our customer’s needs for strategic work placement; and
    our ability to finance the upfront costs of new contracts
Government Regulation
     The commercial and business jet aerospace industry is highly regulated in the United States by the FAA and by similar organizations in other markets. As a producer of major aerostructures for commercial and business jet aircraft, our production activities are performed under the auspices of the applicable FAA type certificate held by the prime manufacturer for which we produce product. In addition to qualifying our production and quality systems to our customer’s requirements, we are also certified in Stuart, Florida by the FAA to repair and overhaul damaged parts for delivery and reinstallation on commercial and business jet aircraft.

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     Our Quality Management System has been certified as compliant with AS9100 (which is the general system standard for aerospace manufacturers, based on and including the requirements of ISO 9001), and we hold an industry registration certificate to that standard through an accredited registrar. Our special production processes are certified in compliance to industry manufacturing, quality and processing requirements, as defined and controlled by the PRI/Nadcap accreditation program.
     The military aerospace industry is highly regulated by the U.S. Department of Defense. The Defense Contract Management Agency has certified us to provide products to the U.S. military. We are subject to review by the Defense Contract Management Agency whether we contract directly with the U.S. Government or provide aerostructures to an OEM that contracts directly with the U.S. Government. The U.S. Government contracts held by us and our customers are subject to unique procurement and administrative rules based on laws and regulations. U.S. Government contracts are, by their terms, subject to termination by the U.S. Government either for its convenience or default by the contractor. In addition, U.S. Government contracts are conditioned upon the continuing availability of Congressional appropriations. Congress usually appropriates funds for a given program on a yearly basis, even though contract performance may take many years. Consequently, at the outset of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future years.
     In addition, use of foreign suppliers and sale to foreign customers, such as Airbus, and foreign governments may subject us to the requirements of the U.S. Export Administration Regulations and the International Trafficking in Arms Regulations.
Employees
     As of December 31, 2009, we employed approximately 5,900 people. Of those employed at year-end, approximately 2,800, or 47%, are represented by four separate unions.
    Local 848 of the United Automobile, Aerospace and Agricultural Implement Workers of America represents approximately 2,100 of the employees located in Dallas and Grand Prairie, Texas. This union contract, which covers the majority of our production and maintenance employees at our Dallas and Grand Prairie, Texas facilities, is in effect through October 3, 2010.
    Aero Lodge 735 of the International Association of Machinists and Aerospace Workers represents approximately 650 of the employees located in Nashville, Tennessee. This union contract is in effect through January 15, 2012.
    Local 220 of the International Brotherhood of Electrical Workers represents 40 employees located in Dallas, Texas. This union contract is in effect through May 3, 2010.
    Local 263 of the Security, Police and Fire Professionals of America (formerly United Plant Guard Workers of America) represents 20 employees located in Dallas, Texas. This union contract is in effect through February 19, 2012.
     We believe we have constructive working relationships with our unions and have generally been successful in negotiating collective bargaining agreements in the past. Before the 2008 strike at our Nashville facility by the employees represented by Local 735 of the IAM, we had not suffered an interruption of business as a result of a labor dispute since 1989. However, there can be no assurance that in the future we will reach an agreement on a timely basis or that we will not experience a work stoppage or labor disruption that could significantly adversely affect our operations.
     From time to time, unions have sought and may continue to seek to organize employees at some of our facilities. We cannot predict the impact of any additional unionization of our workforce.

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Backlog
     A significant majority of our revenues are generated through long-term sole-source supply agreements with our OEM customers. Orders under these supply agreements are typically made well in advance of deliveries, which gives us considerable visibility with respect to our future revenues. These advance orders also generally create a significant backlog for us, which was $2.1 billion at December 31, 2009. Our calculation of backlog includes only firm orders for commercial and business jet programs and funded orders for government programs, which causes our backlog to be substantially lower than the estimated aggregate dollar value of our contracts and may not be comparable to others in the industry. Our backlog may fluctuate at any given time depending on whether we have received significant new firm orders, funded orders or authorizations to proceed before the date of measurement. For example, our military funded orders or authorizations to proceed generally are awarded when the Department of Defense budget for the relevant year has been approved, resulting in a significant increase in backlog at that time.
     Certain factors should be considered when evaluating our backlog. For our commercial and business jet aircraft programs, changes in the economic environment and the financial condition of airlines may cause our customers to increase or decrease deliveries, adjusting firm orders that would affect our backlog. For our military aircraft programs, the Department of Defense and other government agencies have the right to terminate both our contracts and/or our customers’ contracts either for default or, if the government deems it to be in its best interest, for convenience.
Environmental Matters
     Our manufacturing operations are subject to various federal, state and local environmental laws and regulations, including those related to pollution, air emissions and the protection of human health and the environment. We routinely assess compliance and continuously monitor our obligations with respect to these requirements. Based upon these assessments and other available information, we believe that our manufacturing facilities are in substantial compliance with all applicable existing federal, state and local environmental laws and regulations and we do not expect environmental costs to have a material adverse effect on us. The operation of manufacturing plants entails risk in these areas and there can be no assurance that we will not incur material costs or liabilities in the future that could adversely affect us. For example, such costs or liabilities could arise due to changes in the existing law or its interpretations, or newly discovered contamination.
     Under federal and state environmental laws, owners and operators of contaminated properties can be held responsible for up to 100% of the costs to remediate contamination, regardless of whether they caused such contamination. Our facilities have been previously owned and operated by other entities and remediation is currently taking place at several facilities in connection with contamination that occurred prior to our ownership. In particular, we acquired several of our facilities from Northrop Grumman in July of 2000, including the Hawthorne, California facility, the Stuart, Florida facility, the Milledgeville, Georgia facility and two Texas facilities. Of those facilities, remediation projects are underway in Hawthorne, Stuart, Milledgeville and Dallas.
     The acquisition agreement between Northrop Grumman Corporation and Vought transferred certain pre-existing (as of July 24, 2000) environmental liabilities to us. We are liable for the first $7.5 million and 20% of the amount between $7.5 million and $30 million for environmental costs incurred relating to pre-existing matters as of July 24, 2000. Pre-existing environmental liabilities at the formerly Northrop Grumman Corporation sites exceeding our $12 million liability limit remain the responsibility of Northrop Grumman Corporation under the terms of the acquisition agreement, to the extent they are identified within 10 years from the acquisition date. Thereafter, to the extent environmental remediation is required for hazardous materials including asbestos, urea formaldehyde foam insulation or lead-based paints, used as construction materials in, on, or otherwise affixed to structures or improvements on property acquired from Northrop Grumman Corporation, we would be responsible. We have no material outstanding or unasserted asbestos, urea formaldehyde foam insulation or lead-based paints liabilities including on property acquired from Northrop Grumman Corporation.
     As of December 31, 2009, our balance sheet included an accrued liability of $2.4 million for accrued environmental liabilities.

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Company Information
     Our heritage as an aircraft manufacturer extends to the company founded in 1917 by aviation pioneer Chance Milton Vought. From 1994 to 2000, we operated as Northrop Grumman’s commercial aircraft division. We were formed in 2000 in connection with The Carlyle Group’s acquisition of Northrop Grumman’s aerostructures business. In July 2003, we purchased The Aerostructures Corporation, with manufacturing sites in Nashville, Tennessee; Brea, California; and Everett, Washington.
     We are a Delaware corporation with our principal executive offices located at 201 East John Carpenter Freeway, Tower 1, Suite 900, Irving, TX 75062, and we perform production work at sites throughout the United States, including California, Texas, Georgia, Tennessee, Florida and Washington. Our telephone number at our principal executive offices is (972) 946-2011. Our Internet website address is www.voughtaircraft.com. Information contained on our website is not part of this report and is not incorporated in this report by reference.
     Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings made pursuant to the Securities Exchange Act of 1934, as amended, are available free of charge through our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or SEC. You can also obtain these reports directly from the SEC at their website, www.sec.gov, or you may visit the SEC in person at the SEC’s Public Reference Room at Station Place, 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

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Item 1A. Risk Factors
Risks Relating to Our Business and Our Industry
Our commercial business is cyclical and sensitive to the profitability of the commercial airline and cargo industries. Our business is, in turn, affected by general economic conditions and world safety considerations.
     We compete in the aerostructures sector of the aerospace industry. While our direct customers are aircraft manufacturers, such as Boeing and Airbus, our business is indirectly affected by the financial condition of the commercial airlines and airfreight companies and other economic factors that affect the demand for air transportation. Specifically, our commercial business is dependent on the demand from passenger airlines and airfreight companies for the production of new aircraft by our customers. This demand for aircraft is dependent on and influenced by a number of factors including:
    global economic growth, which is a primary factor that both Boeing and Airbus use to forecast future production requirements. In particular, we may face challenges due to the negative conditions in the financial markets. These factors could adversely impact overall demand for aircraft and air travel, which could have a negative effect on our revenues;
 
    the ability of the industry to finance new aircraft, which is generally tied to industry profitability and load factors, as well as the conditions of the credit market can adversely affect the cost and availability of financing of aircraft;
 
    air cargo requirements and airline load factors, which are driven by world economy and international trade volume;
 
    age and efficiency of the world fleet of active and stored aircraft;
 
    general public attitudes towards air travel, which have been adversely impacted by events such as the September 11, 2001 terrorist attacks and later, the SARS outbreak in Asia, and tend to dramatically and quickly influence the market;
 
    higher fuel prices, which may impact the airline and cargo industry’s short-term profitability and their ability to afford replacement aircraft which may drive more rapid fleet renewal to take advantage of newer, more efficient aircraft technologies; and
 
    increased global demand for air travel.
If the proposed acquisition of us by Triumph Group, Inc. is not completed, our business will be adversely affected.
On March 23, 2010, we entered into a merger agreement with Triumph Group, Inc. pursuant to which we will be acquired by Triumph. See Item 9B of this Form 10-K. It is anticipated that in connection with that transaction all of our currently outstanding material indebtedness will be repaid in full. The consummation of the acquisition is subject to, among other things, approval of Triumph’s stockholders and other customary closing conditions, which may not be satisfied. Our business will be adversely affected if the acquisition is not completed as a result of several factors, including, but not limited to, the following:
    the indebtedness that is expected to be extinguished in connection with the acquisition will remain outstanding and, we will be required to refinance our senior credit facility or our Senior Notes prior to the last business day of 2010.
 
    our customers, prospective customers and investors in general may view this failure as a poor reflection on our business or prospects,
 
    customers or prospective customers may have delayed their purchase commitments until the acquisition was complete or may have chosen not to purchase at all,
 
    certain of our suppliers and business partners may have sought to change or terminate their relationships with us as a result of the proposed acquisition,
 
    certain of our key employees may have sought other employment opportunities, and
 
    our management team may have been distracted from day-to-day operations as a result of the proposed acquisition.
We operate in a highly competitive business environment.
     Competition in the aerostructures segment of the aerospace industry is intense and concentrated. We face substantial competition from the operating units of some of our largest customers, including Airbus, Boeing, Gulfstream, Lockheed Martin, Northrop Grumman, Hawker Beechcraft and Sikorsky. These OEMs may choose not to outsource production of aerostructures due to, among other things, their own direct labor and overhead considerations, capacity utilization at their own facilities and desire to retain critical or core skills. Consequently, traditional factors affecting competition, such as price and quality of service, may not be significant determinants when OEMs decide whether to produce a part in-house or to outsource.
     We also face competition from non-OEM suppliers in each of our product areas. Our principal competitors among aerostructures suppliers include Alenia Aeronautica, Fuji Heavy Industries, GKN Westland Aerospace (U.K.), Goodrich Corp., Kawasaki Heavy Industries, Mitsubishi Heavy Industries, Spirit AeroSystems and Stork Aerospace. Some of our competitors have greater resources than us, and therefore may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, or devote greater resources to the promotion and sale of their products than we can.

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     Providers of aerostructures have traditionally competed on the basis of cost, technology, quality and service. We believe that developing and maintaining a competitive advantage will require continued investment in product development, engineering, supply chain management and sales and marketing, and we may not have enough resources to make the necessary investments to do so. For these reasons, we may not be able to compete successfully in this market or against such competitors. See “Item 1. Business — Competition.”
Financial market conditions could impact our ability to access new capital to meet our liquidity needs and impact our results of operations.
     Our sources of capital include, but are not limited to, cash flows from operations, public and private issuances of debt and equity securities, and bank borrowings. Recently, the capital and credit markets have experienced volatility as a result of adverse conditions. If the capital and credit markets again experience volatility and the availability of funds becomes limited, we will incur increased costs associated with issuing commercial paper and/or other debt instruments. In addition, it is possible that our ability to access the capital and credit markets may be limited by these or other factors at a time when we attempt to do so, which could have an impact on our ability to refinance maturing debt and/or react to changing economic and business conditions. We may face this difficulty during 2010 as under the terms of the senior credit facility, we are required to prepay or refinance any amounts outstanding of our $270.0 million Senior Notes by the last business day of 2010 or repay the aggregate amount of loans outstanding under the senior credit facility at that time.
     The major rating agencies regularly evaluate us and their ratings of our long-term debt are based on a number of factors, including our financial strength, and factors outside our control. In light of the difficulties in the financial markets, there can be no assurance that we will maintain our current ratings at levels that are acceptable to investors. Our failure to maintain current credit ratings could adversely affect the cost and other terms upon which we are able to obtain financing, as well as our access to the capital markets.
     The impact of adverse market conditions on businesses and customers could lead to decreases in spending by aircraft manufacturers which, in turn, could cause our customers to delay delivery of orders or cancel existing orders. Periods of prolonged declines in business consumer spending may adversely affect our results of operations.
Large customer concentration may negatively impact revenue, results of operations and cash flows.
     For the years ended December 31, 2009, 2008 and 2007, approximately 85%, 83% and 86% of our revenue, respectively, resulted from sales to Airbus, Boeing and Gulfstream. Additionally, for the years ended December 31, 2009, 2008 and 2007, sales to these customers accounted for the approximate respective percentages of our revenues indicated: (1) Boeing (63%, 55% and 57%, respectively); (2) Airbus (9%, 13% and 13%, respectively) and (3) Gulfstream (13%, 15% and 16%, respectively). Accordingly, any significant reduction in purchases by Airbus, Boeing or Gulfstream would have a material adverse effect on our financial condition, results of operations and cash flows.
Our fixed-price contracts may commit us to unfavorable terms.
     For the year ended December 31, 2009, a significant portion of our revenues were derived from fixed-price contracts under which we have agreed to provide structures for a price determined on the date we entered into the contract. Several factors may cause the costs we incur in fulfilling these contracts to vary substantially from our original estimates, and we bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses on these contracts. In a fixed-price contract, we must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs we will incur in performing these contracts. Because our ability to terminate contracts is generally limited, we may not be able to terminate our performance requirements under these contracts at all or without substantial liability and, therefore, in the event we are sustaining reduced profits or losses, we could continue to sustain these reduced profits or losses for the duration of the contract term. Our failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately or control costs during performance of a fixed-price contract may reduce the profitability of a fixed-price contract or cause significant losses.
     Although we believe that we have recorded adequate provisions in our consolidated financial statements for losses on our fixed-price contracts, as required under accounting principles generally accepted in the United States, our contract loss provisions may not be adequate to cover all actual future losses, which may have a material adverse effect on our financial condition, results of operations and cash flows.

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We incur risk associated with new programs that are critical to our future profitability.
     New programs typically carry risks associated with design responsibility, development of new production tools, hiring and training of qualified personnel, increased capital and funding commitments, delays in the program schedule, failure of other suppliers to our customer to perform and meet their obligations, ability to meet customer specifications, delivery schedules and unique contractual requirements, supplier performance, ability of the customer to meet its contractual obligations to us, delays in negotiations of certain contractual matters and our ability to accurately estimate costs associated with such programs, which may have a material adverse effect on our financial condition, results of operations and cash flows.
     The success of our business will depend, in large part, on the success of our new programs. We have made and will continue to make significant investments in new programs. However, insufficient demand for those new aircraft, or technological problems or significant delays in the regulatory certification process or manufacturing and delivery schedule for such aircraft, could have a material adverse effect on our financial condition, results of operations and cash flows.
Failure to, or delays in, negotiations of favorable contract terms with our customers for current and follow-on contract effort could materially impact our operations.
     Our level of success as an aerostructure supplier is largely dependent on our ability to negotiate favorable contract terms for current and future production with our customers. Typically, we enter fixed-price contracts with pricing that is determined based on an estimate of our costs and expected margin. However, the actual costs incurred for some projects exceed these estimates. If we are unable to successfully negotiate favorable contract terms for current and future production in a timely manner or at all, our level of profitability could be significantly impacted.
We may be subject to work stoppages at our facilities or those of our principal customers and suppliers, which could seriously impact the profitability of our business.
     Our unionized workforces and those of our customers and suppliers may experience work stoppages. For example, IAM represented employees at our Nashville, Tennessee plant engaged in a strike that continued for approximately 16 weeks during 2008 and 2009. We implemented our contingency plan that allowed us to continue production in Nashville during the course of that strike. Additionally, our union contract with Local 848 of UAW with employees at our Dallas and Grand Prairie, TX facilities expires on October 3, 2010. If we are unable to negotiate a new contract with that workforce, our operations may be adversely disrupted and we may be prevented from completing production and delivery of our aircraft structures which would negatively impact our results of operations.
     Many aircraft manufacturers, airlines and aerospace suppliers have unionized work forces. Strikes, work stoppages or slowdowns experienced by aircraft manufacturers, airlines or aerospace suppliers, such as the recent strike at the Boeing facilities, could reduce our customers’ demand for additional aircraft structures or prevent us from completing production of our aircraft structures. In turn, this may have a material adverse affect on our financial condition, results of operations and cash flows.
Financial market conditions may adversely affect our benefit plan assets, increase funding requirements and materially impact our statement of financial position.
     Our benefit plan assets are invested in a diversified portfolio of investments in both the equity and debt categories, as well as limited investments in real estate and other alternative investments. The current market values of all of these investments, as well as our benefit plan liabilities are impacted by the movements and volatility in the financial markets. In accordance with the Compensation — Retirement Benefits topic of the Accounting Standards Codification (ASC), we recognize the over-funded or under-funded status of a defined benefit postretirement plan as an asset or liability in our balance sheet and we recognize changes in that funded status in the year in which the changes occur. The funded status is measured as the difference between the fair value of the plan’s assets and the projected benefit obligation. As of December 31, 2009, obligations under our pension plans exceeded the fair value of the assets of the plans by $615.7 million. See Note 14 to our consolidated financial statements in Item 8 of this report. A decrease in the fair value of our plan assets resulting from movements in the financial markets will increase the under-funded status of our plans recorded in our statement of financial position and result in additional cash funding requirements to meet the minimum required funding levels.

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A decline in the U.S. defense budget or change of funding priorities may reduce demand for our customers’ military aircraft and reduce our sales of products used on military aircraft.
     The U.S. defense budget has fluctuated in recent years, at times resulting in reduced demand for new aircraft and, to a lesser extent, spare parts. In addition, foreign military sales are affected by U.S. Government regulations, foreign government regulations and political uncertainties in the United States and abroad. The U.S. defense budget may continue to fluctuate, and sales of defense related items to foreign governments may decrease. A decline in defense spending could reduce demand for our customers’ military aircraft, and thereby reduce sales of our products used on military aircraft.
     We face the risk that the C-17 program could be completed upon fulfillment of currently outstanding production orders. We currently have a contract from Boeing to support C-17 production through April 2011. The President’s proposed 2010 budget does not include funding for the procurement of new C-17 aircraft although Congress has proposed adding funding for additional aircraft. However, our business could be adversely impacted if the Government does not fund additional C-17 aircraft and Boeing decides not to fund beyond their current commitment. As a result, the loss of the C-17 program and the failure to win additional work to replace the C-17 program could materially reduce our cash flow and results of operations beginning in 2011.
Any significant disruption from key suppliers of raw materials and key components could delay production and decrease revenue.
     We are highly dependent on the availability of essential raw materials such as carbon fiber, aluminum and titanium, and purchased engineered component parts from our suppliers, many of which are available only from single customer-approved sources. Moreover, we are dependent upon the ability of our suppliers to provide raw materials and components that meet our specifications, quality standards and delivery schedules. Our suppliers’ failure to provide expected raw materials or component parts could require us to identify and enter into contracts with alternate suppliers that are acceptable to both us and our customers, which could result in significant delays, expenses, increased costs and management distraction and adversely affect production schedules and contract profitability.
     We have from time to time experienced limited interruptions of supply, and we may experience a significant interruption in the future. Our continued supply of raw materials and component parts are subject to a number of risks including:
    availability of capital to our suppliers;
 
    the destruction of our suppliers’ facilities or their distribution infrastructure;
 
    a work stoppage or strike by our suppliers’ employees;
 
    the failure of our suppliers to provide raw materials or component parts of the requisite quality;
 
    the failure of essential equipment at our suppliers’ plants;
 
    the failure or shortage of supply of raw materials to our suppliers;
 
    contractual amendments and disputes with our suppliers; and
 
    geopolitical conditions in the global supply base.
     In addition, some contracts with our suppliers for raw materials, component parts and other goods are short-term contracts, which are subject to termination on a relatively short-term basis. The prices of our raw materials and component parts fluctuate depending on market conditions, and substantial increases in prices could increase our operating costs, which, as a result of our fixed price contracts, we may not be able to recoup through increases in the prices of our products.
     Due to economic difficulty, we may face pressure to renegotiate agreements resulting in lower margins. Our suppliers may discontinue provision of products to us at attractive prices or at all, and we may not be able to obtain such products in the future from these or other providers on the scale and within the time periods we require. Furthermore, substitute raw materials or component parts may not meet the strict specifications and quality standards

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we and our customers demand, or that the U.S. Government requires. If we are not able to obtain key products on a timely basis and at an affordable cost, or we experience significant delays or interruptions of their supply, revenues from sales of products that use these supplies will decrease.
     We are also dependent upon third party suppliers, such as Northrop Grumman Information Technology, to supply us with the majority of the information technology services used to operate our facilities. If these suppliers could no longer supply us with information technology services and we are required to secure another supplier, we might not be able to do so on comparable terms, or at all, which could adversely affect production schedules and contract profitability.
We are exposed to economic and geo-political risks in the countries in which our suppliers are located.
     Our contracted business with foreign suppliers subjects us to risks associated with fluctuations in foreign currency exchange rates and interest rates as well as geopolitical risks in the countries where our suppliers are located. While the purchase prices and payment terms under these contracts are denominated in U.S. dollars, decline in the relative strength of U.S. dollar may force us to renegotiate contract terms with our foreign suppliers to avoid losing these contracts, which could have a material adverse effect on our results of operations, financial position and cash flows.
The price volatility of energy costs may adversely affect our profitability.
     Our revenues depend on the margin above fixed and variable expenses, including energy costs, at which we are able to sell our products. We have exposure to utility price risks as a result of the volatility in costs of fuel, principally natural gas, and other utility services, principally electricity, which affect our operating costs. Fuel and utility prices have been, and will continue to be, affected by factors outside our control, such as supply and demand for fuel and utility services in both local and regional markets. We have entered into fixed price contracts at certain of our manufacturing locations for a portion of their energy usage for periods of up to three years, however, these contracts only reduce the risk to us during the contract period, and future volatility in the supply and pricing of energy and natural gas could have a material adverse effect on our results of operations, financial position and cash flows.
Commercial airlines have been and, as a result, we may be materially adversely affected by high fuel prices.
     Due to the competitive nature of the airline industry, airlines may be unable to pass on future increases in fuel prices to customers by increasing fares. Fluctuations in the global supply of crude oil and the possibility of changes in government policy on jet fuel production, transportation and marketing make it impossible to predict the future availability of jet fuel. In the event there is an outbreak or escalation of hostilities or other conflicts or significant disruptions in oil production or delivery in oil-producing areas or elsewhere, there could be reductions in the production or importation of crude oil and significant increases in the cost of fuel. If there were major reductions in the availability of jet fuel or significant increases in its cost, commercial airlines will face increased operating costs, which could result in decreases in net income from either lower margins or, if airlines increase ticket fares, less revenue from reduced airline travel.
     Decreases in airline profitability could decrease the demand for new commercial aircraft, resulting in delays of or decreases in deliveries of commercial aircraft utilizing our aerostructures and, as a result, our financial condition, results of operations and cash flows could be materially adversely affected.
We are subject to regulation of our technical data and goods exports.
     Use of foreign suppliers and sale to foreign customers may subject us to the requirements of the U.S. Export Administration Regulations and the International Trafficking in Arms Regulations. Failure to comply with these regulations may result in significant fines and loss of the right to export goods. In addition, restrictions may be placed on the export of technical data and goods in the future as a result of changing geo-political conditions, which could have a material adverse effect on our financial condition, results of operations and cash flows.

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We are implementing a new Enterprise Resource Planning (ERP) system.
     In 2009, we began the planning and design phase of an ERP system which we plan to complete implementation of in 2011. If this implementation is not managed effectively we may be unable to provide accurate financial information in a timely manner or obtain information necessary to manage our business, which could have a material adverse effect on our financial condition and results of operations.
The construction of aircraft is heavily regulated and failure to comply with applicable laws could reduce our sales or require us to incur additional costs to achieve compliance, which could reduce our results of operations.
     The FAA prescribes standards and qualification requirements for aerostructures, including virtually all commercial airline and general aviation products, and licenses component repair stations within the U.S. Comparable agencies regulate these matters in other countries. We are subject to both the FAA regulations and the regulations of comparable agencies in the foreign countries in which we conduct business. If we fail to qualify for or obtain a required license for one of our products or services or lose a qualification or license previously granted, the sale of the subject product or service would be prohibited by law until such license is obtained or renewed. In addition, designing new products to meet existing regulatory requirements and retrofitting installed products to comply with new regulatory requirements can be expensive and time consuming.
     From time to time, the FAA or comparable agencies in other countries propose new regulations or changes to existing regulations. These new changes or regulations generally cause an increase in costs of compliance. To the extent the FAA, or comparable agencies in other countries implement regulatory changes, we may incur significant additional costs to achieve compliance.
Our operations depend on our manufacturing facilities throughout the U.S., which are subject to physical and other risks that could disrupt production.
     Our manufacturing facilities could be damaged or disrupted by a natural disaster, war, or terrorist activity. We maintain property damage and business interruption insurance at the levels typical in our industry, however, a major catastrophe, such as an earthquake, hurricane, flood, tornado or other natural disaster at any of our sites, or war or terrorist activities in any of the areas where we conduct operations could result in a prolonged interruption of our business. Any disruption resulting from these events could cause significant delays in shipments of products and the loss of sales and customers and we may not have insurance to adequately compensate us for any of these events.
The U.S. Government is a significant customer of our largest customers and we and they are subject to specific U.S. Government contracting rules and regulations.
     We are a significant provider of aerostructures to military aircraft manufacturers. The military aircraft manufacturers’ business, and by extension, our business, is affected by the U.S. Government’s continued commitment to programs under contract with our customers. The terms of defense contracts with the U.S. Government generally permit the government to terminate contracts partially or completely, either for its convenience or if we default by failing to perform under the contract. Termination for convenience provisions provide only for our recovery of unrecovered costs incurred or committed, settlement expenses and profit on the work completed prior to termination. Termination for default provisions provide for the contractor to be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source. On contracts where the price is based on cost, the U.S. Government may review our costs and performance, as well as our accounting and general business practices. Based on the results of such audits, the U.S. Government may adjust our contract-related costs and fees, including allocated indirect costs. In addition, under U.S. Government purchasing regulations, some of our costs, including most financing costs, portions of research and development costs, and certain marketing expenses may not be subject to reimbursement.
     We bear the potential risk that the U.S. Government may unilaterally suspend our customers or us from new contracts pending the resolution of alleged violations of procurement laws or regulations. Sales to the U.S. Government are also subject to changes in the government’s procurement policies in advance of design completion. An unexpected termination of, or suspension from, a significant government contract, a reduction in expenditures by the U.S. Government for aircraft using our products, lower margins resulting from increasingly competitive procurement policies, a reduction in the volume of contracts awarded to us, or substantial cost overruns could have a material adverse effect on our financial condition, results of operations and cash flows.

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We depend on key personnel and may not be able to retain those employees or recruit additional qualified personnel.
     Our success depends in large part on continued employment of senior management and key personnel who can effectively operate our business, including our engineers and other skilled professionals. Competition for such employees has intensified in recent years and may become even more intense in the future. Our ability to implement our business plan is dependent on our ability to hire and retain technically skilled workers. If any of these employees leave us and we fail to effectively manage a transition to new personnel, or if we fail to attract and retain qualified and experienced professionals, our financial condition, results of operations and cash flows could be materially adversely affected.
We are subject to environmental regulation and our ongoing operations may expose us to environmental liabilities.
     Our operations, like those of other companies engaged in similar businesses, are subject to federal, state and local environmental, health and safety laws and regulations. We may be subject to potentially significant fines or penalties, including criminal sanctions, if we fail to comply with these requirements. We have made, and will continue to make, capital and other expenditures in order to comply with these laws and regulations. Although we believe that we are currently in substantial compliance with these laws and regulations, the aggregate amount of future clean-up costs and other environmental liabilities could become material.
     Pursuant to certain environmental laws, a current or previous owner or operator of a contaminated site may be held liable for the entire cost of investigation, removal or remediation of hazardous materials at such property, whether or not the owner or operator knew of, or was responsible for, the presence of any hazardous materials. Persons who arrange for the disposal or treatment of hazardous materials may also be held liable for such costs at a disposal or treatment site, regardless of whether the affected site is owned or operated by them. Contaminants have been detected at some of our present and former sites, principally in connection with historical operations, and investigations and/or clean-ups have been undertaken by us or by former owners of the sites. We also receive inquiries and notices of potential liability with respect to offsite disposal facilities from time to time. Although we are not aware of any sites for which material obligations exist, the discovery of additional contaminants or the imposition of additional clean-up obligations could result in significant liability. See “Item 1. Business — Environmental Matters.”
Any product liability claims in excess of insurance may require us to dedicate cash flow from operations to pay such claims and damage our reputation impacting our ability to obtain future business.
     Our operations expose us to potential liability for personal injury or death as a result of the failure of aerostructures designed or manufactured by us or our suppliers. While we believe that our liability insurance is adequate to protect us from these liabilities, our insurance may not cover all liabilities. Additionally, insurance coverage may not be available in the future at a cost acceptable to us. Any material liability not covered by insurance or for which third-party indemnification is not available could require us to dedicate a substantial portion of our cash flows to make payments on these liabilities. No such product liability claim is pending or has been threatened against us, however, there is a potential risk that product liability claims could be filed against us in the future.
     An accident caused by a component designed or manufactured by us or one of our suppliers could also damage our reputation for quality products. We believe our customers consider safety and reliability as key criteria in selecting a provider of aerostructures. If an accident were caused by one of our components, or if our satisfactory record of safety and reliability were compromised, our ability to retain and attract customers our results of operations, financial position and cash flows could be materially adversely affected.

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Significant consolidation by aerospace industry suppliers could adversely affect our business.
     The aerospace industry has recently experienced consolidation among suppliers. Suppliers have consolidated and formed alliances to broaden their product and integrated system offerings and achieve critical mass. This supplier consolidation is in part attributable to aircraft manufacturers more frequently awarding long-term sole-source or preferred supplier contracts to the most capable suppliers, thus reducing the total number of suppliers. When we act as suppliers to the aerospace industry, this consolidation has caused us to compete against certain competitors with greater financial resources, market penetration and purchasing power. When we purchase component parts and services from suppliers to manufacture our products, consolidation reduces price competition between our suppliers, which could diminish incentives for our suppliers to reduce prices. If this consolidation were to continue, our operating costs could increase and it may become more difficult for us to be successful in obtaining new customers.
High switching costs may substantially limit our ability to obtain business that is currently under contract with other suppliers.
     Once a contract is awarded by an OEM to an aerostructures supplier, the OEM and the supplier are typically required to spend significant amounts of time and capital on design, manufacture, testing and certification of tooling and other equipment. For an OEM to change suppliers during the life of an aircraft program, further testing and certification would be necessary, and the OEM would be required either to move the tooling and equipment used by the existing supplier for performance under the existing contract, which may be expensive and difficult or impossible, or to manufacture new tooling and equipment. Accordingly, any change of suppliers would likely result in production delays and additional costs to both the OEM and the new supplier. These high switching costs may make it more difficult for us to bid competitively against existing suppliers and less likely that an OEM will be willing to switch suppliers during the life of an aircraft program, which could materially adversely affect our ability to obtain new work on existing aircraft programs.
We are subject to the requirements of the National Industrial Security Program Operating Manual for our facility security clearance, which is a prerequisite for our ability to perform on classified contracts for the U.S. Government.
     A Department of Defense, or DoD, facility security clearance is required in order to be awarded and perform on classified contracts for the DoD and certain other agencies of the U.S. Government. We have obtained clearance at appropriate levels that require stringent qualifications, and we may be required to seek higher level clearances in the future. We cannot assure you that we will be able to maintain our security clearance. If for some reason our security clearance is invalidated or terminated, we may not be able to continue to perform our present classified contracts and we would not be able to enter into new classified contracts, which could affect our ability to compete for and capture new business.
We do not own most of the intellectual property and tooling used in our business.
     Our business depends on using certain intellectual property and tooling that we have rights to use pursuant to license grants under our contracts with our OEM customers. These contracts contain restrictions on our use of the intellectual property and tooling and may be terminated if we violate certain of these restrictions. Our loss of a contract with an OEM customer and the related license rights to use an OEMs’ intellectual property or tooling would materially adversely affect our business.
     In addition, we must honor our contractual commitments to our other customers related to intellectual property and comply with infringement laws in the use of intellectual property. In the event we obtain new business from new or existing customers, we will need to pay particular attention to these contractual commitments and any other restrictions on our use of intellectual property to make sure that we will not be using intellectual property improperly in the performance of such new business. In the event we use any such intellectual property improperly, we could be subject to an infringement claim by the owner or licensee of such intellectual property. In the future, our entry into new markets may require obtaining additional license grants from OEMs and/or from other third parties. If we are unable to negotiate additional license rights on acceptable terms (or at all) from OEMs and/or other third parties as the need arises, our ability to enter new markets may be materially restricted. In addition, we may be subject to restrictions in future licenses granted to us that may materially restrict our use of third party intellectual property.

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Future terrorist attacks may have a material adverse impact on our commercial business.
     Future acts of terrorism and any allied military response to such acts could result in further acts of terrorism and additional hostilities, including possible retaliatory attacks on sovereign nations, as well as financial, economic and political instability. While the precise effects of any such terrorist attack, military response or instability on our industry and our business is difficult to determine, it could result in reductions in the use of commercial aircraft. For example, following the September 11, 2001 terrorist attacks, passenger traffic on commercial flights was significantly lower than prior to the attacks and many commercial airlines reduced their operating schedules. Overall, those terrorist attacks resulted in billions of dollars in losses to the airline industry. If demand for new aircraft and spare parts decreases, demand for certain of our products would also decrease.
We may be unable to satisfy commitments related to grants received.
     In March 2005 we were awarded a $35 million Texas Enterprise Fund grant to assist in increasing employment levels at our Texas facilities. This grant requires that we maintain certain employment levels at our Texas facilities. As a result of our failure to maintain the required employment levels, we repaid $0.9 million to the Texas Enterprise Fund in 2010. Our failure to satisfy these commitments in the future could result in the requirement to repay some or all of the remaining portion of $35 million grant over the next nine years.
Any future business combinations, acquisitions or mergers expose us to risks, including the risk that we may not be able to successfully integrate these businesses or achieve expected operating synergies.
     We periodically consider strategic transactions. We evaluate acquisitions, joint ventures, alliances or co-production programs as opportunities arise and we may be engaged in varying levels of negotiations with potential competitors at any time. We may not be able to effect transactions with strategic alliance, acquisition or co-production program candidates on commercially reasonable terms, or at all. If we enter into these transactions, we also may not realize the benefits we anticipate. In addition, we may not be able to obtain additional financing for these transactions. The integration of companies that have previously been operated separately involves a number of risks. Consummating any acquisitions, joint ventures, alliances or co-production programs could result in the incurrence of additional debt and related interest expense, as well as unforeseen contingent liabilities.
Our financial statements are based on estimates required by GAAP, and actual results may differ materially from those estimated under different assumptions or conditions.
     Our financial statements are prepared in conformity with accounting principles generally accepted in the United States. These principles require our management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. For example, estimates are used when accounting for items such as asset valuations, allowances for doubtful accounts, depreciation and amortization, impairment assessments, employee benefits, aircraft product and general liability and contingencies. Additionally, contract accounting requires judgment relative to assessing risks, estimating contract sales and costs, and making assumptions for schedule and technical issues. Due to the size and nature of many of our contracts, the estimation of total sales and cost at completion is complicated and subject to many variables. While we base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances at the time made, actual results may differ materially from those estimated.

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While we believe our control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.
     We continue to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002. Our management, including our Chief Executive Officer and Chief Financial Officer, cannot guarantee that our internal controls and disclosure controls will prevent all possible errors or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may be inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements resulting from error or fraud may occur and may not be detected.
Risks Relating to Our Indebtedness
Market conditions may make it difficult to refinance our indebtedness with favorable terms.
     Going concern is defined as an entity’s inability to meet obligations as they become due without substantial disposition of assets outside the ordinary course of business, restructuring of debt or equity, or operational improvements.
     Under the terms of the senior credit facility, we are required to prepay or refinance any amounts outstanding of our $270.0 million Senior Notes by the last business day of 2010 or we must repay the aggregate amount of loans outstanding at that time under the senior credit facility unless a lender waives such prepayment (so long as a majority of our lenders (voting on a class basis) agree to such waiver). Because of the requirement to refinance the Senior Notes, the amounts outstanding under our senior credit facility have been classified as a current liability as of December 31, 2009.
     As described in Item 9B of this Form 10-K, on March 23, 2010, we entered into a merger agreement with Triumph Group, Inc. pursuant to which we will be acquired by Triumph. It is anticipated that in connection with that transaction all of our currently outstanding material indebtedness will be repaid in full. The consummation of the acquisition is subject to, among other things, approval of Triumph’s stockholders and other customary closing conditions, which may not be satisfied. In the event that the anticipated acquisition is not completed and such indebtedness remains outstanding, we plan to refinance our senior credit facility or the Senior Notes prior to the last business day of 2010. There are no assurances that we will be able to refinance on commercially reasonable terms or at all. This creates an uncertainty about our ability to continue as a going concern. Notwithstanding this, the consolidated financial statements and related notes have been prepared assuming that we will continue as a going concern.
     We are progressing in our plans to refinance our senior credit facility or the Senior Notes and although no assurance can be given, we believe that we are well positioned to accomplish this prior to the last business day of 2010.
Our substantial indebtedness could prevent us from fulfilling our obligations under our outstanding senior notes and our senior credit facilities.
     We have a significant amount of indebtedness. As of December 31, 2009, our total outstanding indebtedness was $592.2 million.
     Our indebtedness could have important consequences for us and investors in our securities. For example, it could:
    make it more difficult for us to satisfy our obligations with respect to our outstanding debt;
 
    increase our vulnerability to general adverse economic and industry conditions;
 
    require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;

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    limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
 
    restrict us from making strategic acquisitions or exploiting business opportunities;
 
    place us at a competitive disadvantage compared to our competitors that have less debt; and
 
    limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds, dispose of assets or pay cash dividends.
     In addition, $322.2 million of our debt bears interest at variable rates. If market interest rates increase, variable-rate indebtedness will create higher debt service requirements and it may become necessary for us to dedicate a larger portion of our cash flow to service such indebtedness. To the extent we have not entered into hedging arrangements, we are exposed to cash flow risk due to changes in interest rates with respect to the entire $322.2 million of variable-rate term loan indebtedness under our senior credit facilities.
     A one-percentage point increase in interest rates on our variable-rate term loan indebtedness would decrease our annual income before income taxes by approximately $3.2 million.
We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.
     Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
     Our business may not generate sufficient cash flow from operations or future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. Our ability to refinance our indebtedness will be driven by the prevailing market conditions at that time.
Restrictive covenants in our senior credit facilities and our outstanding senior notes may restrict our ability to pursue our business strategies.
     The indenture governing our senior notes and the credit agreement governing our senior credit facilities limit our ability, among other things, to:
    incur additional indebtedness or contingent obligations;
 
    pay dividends or make distributions to our stockholders;
 
    repurchase or redeem our stock;
 
    make investments;
 
    grant liens;
 
    make capital expenditures;
 
    enter into transactions with our stockholders and affiliates;
 
    engage in sale and leaseback transactions;
 
    sell assets; and
 
    acquire the assets of, or merge or consolidate with, other companies.
The restrictive covenants mentioned above may restrict our ability to pursue our business strategies.

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Financial ratios and tests in our senior credit facilities may further increase the risks associated with the restrictive covenants described above.
     In addition to the covenants described above, our senior credit facilities require us to maintain certain financial ratios and tests. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” Events beyond our control can affect our ability to meet these financial ratios and tests. Our failure to comply with these obligations could cause an event of default under our senior credit facilities. If an event of default occurs, our lenders could elect to declare all amounts outstanding and accrued and unpaid interest under our senior credit facilities to be immediately due and the lenders thereafter could foreclose upon the assets securing the senior credit facilities. In that event, we may not have sufficient assets to repay all of our obligations, including our outstanding senior notes. We may incur additional indebtedness in the future that may contain financial or other covenants more restrictive than those applicable to our senior credit facilities or our outstanding senior notes.
Despite our current indebtedness levels, we may still be able to incur more debt, which would further increase the risks associated with our substantial leverage described above.
     We may incur additional indebtedness in the future. If new indebtedness is added to our current indebtedness levels, the related risks that we face could be magnified.
Item 1B. Unresolved Staff Comments
     None.

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Item 2. Properties
     Our corporate offices and principal corporate support activities are located in Irving and Dallas, Texas. We own and lease manufacturing facilities located throughout the United States. We currently have manufacturing facilities in Texas, California, Tennessee, Georgia, Washington and Florida. General information about our principal manufacturing facilities is presented in the chart below.
                 
Site   Square Footage   Ownership   Functions
Dallas, TX
               
     Jefferson Street
    28,878     Owned   High speed wind tunnel.
     Jefferson Street
    4,855,293     Leased   Design capabilities; test labs; fabrication of parts and structures; assembly and production of wings, horizontal and vertical tail sections, fuselage, empennage, and cabin structures.
Irving, TX
    16,168     Leased   Vought Corporate Office
Grand Prairie, TX
    804,456     Leased   Manufacturing of empennage assemblies, skin polishing, automated fastening.
Hawthorne, CA
    1,348,659     Leased   Production of fuselage panels and main deck cargo doors; reconfigurable tooling, precision assembly and automated fastening.
Torrance, CA
    84,654     Leased   Fuselage panel processing facility.
Nashville, TN
    2,198,740     Owned   Design capabilities; wing, wing assembly and control surface manufacturing and assembly facilities.
Stuart, FL
    519,690     Leased   Manufacturing of composite and metal aircraft assemblies and manufacturing of commercial aircraft doors.
Brea, CA
    90,000     Leased   Manufacturing of wing skins, fuselage panels, bulkheads, floor beams, spars, stringers, landing gear and subassemblies.
Everett, WA
    153,000     Leased   Manufacturing of wing skins, fuselage panels, bulkheads, floor beams, spars, stringers, landing gear and subassemblies.
Milledgeville, GA
    566,168     Owned   Composite fabrication and component assembly.
Item 3. Legal Proceedings
     In the normal course of business, we are party to various lawsuits, legal proceedings and claims arising out of our business. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Nevertheless, we believe that the outcome of these proceedings, even if determined adversely, would not have a material adverse effect on our business, financial condition or results of operations.

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     We operate in a highly regulated industry that subjects us to various audits, reviews and investigations by several U.S. governmental entities. Currently, we are not aware of any significant on-going audits, reviews or investigations which we believe would materially impact our results of operations or financial condition.

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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
     Our common equity consists of common stock, par value $0.01 per share. There is currently no established public trading market for our common stock.
     As of March 25, 2010, there were 87 stockholders of record of our common stock.
     We have not declared a dividend on shares of common stock since inception in our current corporate form in 2000. Any payment of cash dividends on our common stock in the future will be at the discretion of our board of directors and will also depend upon such factors as compliance with debt covenants, earnings levels, capital requirements, our financial condition and other factors deemed relevant by our board of directors.
     During 2008 and 2009, we issued an aggregate of 13,622 and 18,810 shares of our common stock, respectively, or less than 1% of the aggregate amount of common stock outstanding, to members of our board of directors in reliance on Section 4(2) of the Securities Act.
     During 2008, we issued an aggregate of (i) 9,470 shares of our common stock in connection with the exercise of stock appreciation rights (“SARs”) originally granted in accordance with Rule 701 of the Securities Act and (ii) 6,299 shares of our common stock in connection with the exercise of stock options originally granted in reliance on Section 4(2) of the Securities Act. The aggregate proceeds to us as a result of these transactions were less than $0.1 million.
     During 2009, we issued an aggregate of (i) 1,614 shares of our common stock in connection with the exercise of stock appreciation rights (“SARs”) originally granted in accordance with Rule 701 of the Securities Act. The aggregate proceeds to us as a result of these transactions were less than $0.1 million.

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Item 6. Selected Financial Data
     The following selected consolidated financial data are derived from our consolidated financial statements. The information set forth below should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and their related notes included elsewhere in this report. The historical results presented are not necessarily indicative of future results.
                                         
    Year Ended December 31,
    2009   2008   2007   2006   2005
    (in millions)
Statement of Operations:
                                       
Revenue
  $ 1,877.8     $ 1,775.0     $ 1,613.1     $ 1,550.9     $ 1,297.2  
Cost of sales (1)
    1,594.8       1,492.9       1,284.8       1,290.8       1,242.6  
Selling, general & administrative expenses (1)
    122.6       135.3       133.3       142.6       165.5  
Impairment charge
                      9.0       5.9  
Operating income (loss)
    160.4       146.8       195.0       108.5       (116.8 )
Interest expense, net
    56.3       62.8       59.0       63.1       51.3  
Other (income) loss
    (1.3 )     (48.7 )     0.1       0.5       0.3  
Equity in loss of joint venture
          0.6       4.0       6.7       3.4  
Income (loss) before income taxes
    105.4       132.1       131.9       38.2       (171.8 )
Income tax expense (benefit)
    (9.3 )     0.2       0.1       (1.9 )      
Income (loss) from continuing operations
    114.7       131.9       131.8       40.1       (171.8 )
Income (loss) from discontinued operations, net of tax
    213.6       (38.2 )     (85.5 )     (76.8 )     (57.9 )
Net income (loss) (2)
  $ 328.3     $ 93.7     $ 46.3     $ (36.7 )   $ (229.7 )
 
                                       
Other Financial Data:
                                       
Cash flow provided by (used in) operating activities
  $ 111.8     $ (154.5 )   $ 34.2     $ 172.8     $ (65.0 )
Cash flow provided by (used in) investing activities
    247.2       (14.2 )     (49.6 )     (102.7 )     (152.1 )
Cash flow provided by (used in) financing activities
    (329.7 )     179.8       (2.4 )     13.2       98.3  
Capital expenditures
    42.0       69.3       57.4       115.4       147.1  
 
                                       
Consolidated Balance Sheet Data:
                                       
Cash and cash equivalents
  $ 116.0     $ 86.7     $ 75.6     $ 93.4     $ 10.1  
Trade and other receivables
    127.9       138.5       81.4       82.1       90.8  
Inventories
    511.3       311.8       362.8       337.8       340.1  
Property, plant and equipment, net
    275.9       279.2       295.2       342.2       368.0  
Total assets
    1,509.9       1,727.6       1,620.9       1,658.7       1,561.8  
Total debt (3)
    589.8       869.9       683.0       688.3       693.0  
Stockholders’ equity (deficit)
  $ (503.5 )   $ (934.1 )   $ (665.8 )   $ (693.3 )   $ (773.0 )
 
(1)   Certain amounts recorded in 2005 associated with information technology have been reclassified from general and administrative expenses to cost of sales to conform to the current year presentation.
 
(2)   Net income (loss) is calculated before other comprehensive income (loss) relating to the following: 1) pension and OPEB related adjustments of $100.0 million and $(365.1) million in 2009 and 2008, respectively, 2) minimum pension liability adjustments and adoption of provisions of the Compensation-Retirement Benefits topic of the ASC adjustments of $(22.4) million in 2007 and 3) minimum pension liability adjustments of $112.9 million and $16.8 million in 2006 and 2005, respectively.
 
(3)   Total debt as of December 31, 2006 and 2005 includes $1.3 million and $2.0 million, respectively, of capitalized leases. As of December 31, 2009, 2008 and 2007, capital leases represented less than $0.1 million of our total debt balance. Total debt as of December 31, 2009 and 2008 includes $2.4 million and $8.2 million, respectively, of unamortized discount related to our long-term debt.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
     We are a leading global manufacturer and developer of aerostructures serving commercial, military and business jet aircraft. Our products are used on many of the largest and longest running programs in the aerospace industry. We are also a key supplier on newer platforms with high growth potential. We generate approximately 50% of our revenues from the commercial aircraft market but are also diversified across the military and business jet markets, which provide the balance of our revenues.
     Our customer base consists of leading aerospace original equipment manufacturers or OEMs, including Airbus, Boeing, Cessna, Gulfstream, Hawker Beechcraft, Lockheed Martin, Northrop Grumman and Sikorsky, as well as the U.S. Air Force. We generate over 80% of our revenues from our three largest customers, Airbus, Boeing and Gulfstream.
     Although the majority of our revenues are generated by sales in the U.S. market, we generate approximately 10% of our revenue from sales outside of the United States.
     Most of our revenues are generated under long-term contracts. Our customers typically place orders well in advance of required deliveries, which gives us considerable visibility with respect to our future revenues. These advance orders also generally create a significant backlog for us, which was approximately $2.1 billion at December 31, 2009. Our calculation of backlog includes only firm orders for commercial and business jet programs and funded orders for government programs, which causes our backlog to be substantially lower than the estimated aggregate dollar value of our contracts and may not be comparable to others in the industry.
     For our commercial and business jet programs, changes in the economic environment and the financial condition of airlines may cause our customers to increase or decrease deliveries, adjusting firm orders that would affect our backlog. Also, volatility in the financial markets may impact the overall demand for our commercial and business aircraft products. To the extent financial market conditions worsen, we could experience decline in the future on demand for our commercial and business aircraft products For our military aircraft programs, the Department of Defense and other government agencies have the right to terminate both our contracts and/or our customers’ contracts either for default or, if the government deems it to be in its best interest, for convenience.
     The market for our commercial, military and business jet programs has historically been cyclical. While the commercial, military and business jet markets experienced a period of increased production in recent years, the unprecedented global market and economic conditions along with tighter credit conditions resulted in reduced aircraft demand in 2009. These factors have led to a decrease in spending by businesses and consumers alike, and could continue to have an adverse affect on the demand for our aerostructures by both our commercial customers and the U.S. government for the next few years. Additionally, future volatility in the U.S. and international markets and economies and delayed recovery of business and consumer spending could adversely affect our liquidity and financial condition, including our ability to refinance maturing liabilities and access the capital markets to meet liquidity needs and the liquidity and financial condition of our customers.
     Commercial Aircraft. Sales to the commercial aircraft market are affected by the financial health of the commercial airline industry, passenger and cargo air traffic, the introduction of new aircraft models, and the availability and profile of used aircraft. Production rates have slowed on many of our commercial aircraft in 2009. We expect those lower rates to continue through 2010 with a slow recovery thereafter.
     Military Aircraft. U.S. national defense spending and procurement funding decisions, global geopolitical conditions, and current operational use of the existing military aircraft fleet drive sales in the military aircraft market. We believe that the demand for our rotorcraft programs, which are some of the key equipment being used in military operations, will experience some pressure during the next several years. Historically, the majority of our military revenues and a significant portion of our total revenue have been generated from our C-17 program. We currently have a contract from Boeing that would support C-17 production through April 2011. However, our businesss could be adversely impacted if the Government does not fund additional C-17 aircraft and Boeing decides not to fund beyond their current commitment.

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     Business Jet Aircraft. Sales to the business jet aircraft market are driven by long-term economic expansion, the increasing inconvenience of commercial airline travel, growing international acceptance and demand for business jet travel, fractional ownership of business jets and the introduction of new business jet models. Reflecting the pressures in the financial and business markets in 2009, we experienced reduced production rates on several of our programs and were notified of the suspension of the Cessna Citation Columbus — Model 850 program. We expect those reduced delivery rates to continue through the end of 2010 with slow recovery thereafter. In spite of these pressures, as a major supplier to the top-selling G350, G450, G500 and G550 and Citation X programs, we still believe we are well positioned to operate in key segments of the business jet market as macro-economic conditions continue to improve.
     On July 30, 2009, we sold the assets and operations of our 787 business conducted at North Charleston, South Carolina to a wholly owned subsidiary of The Boeing Company. Concurrent with the closing of the transaction, we entered into an agreement terminating and resolving rights and obligations under the existing 787 supply agreement. Going forward, under a newly negotiated contract, we will manufacture certain components for the 787 program as well as provide engineering services to Boeing pursuant to an engineering services agreement. We also will provide certain transition services to Boeing pursuant to a transition services agreement and perform new work scope on the Boeing 737 and 777 aircraft pursuant to a long-term supply agreement.
     Under the terms of the senior credit facility, we are required to prepay or refinance any amounts outstanding of our $270.0 million Senior Notes by the last business day of 2010 or we must repay the aggregate amount of loans outstanding at that time under the senior credit facility unless a lender waives such prepayment (so long as a majority of our lenders (voting on a class basis) agree to such waiver). Because of the requirement to refinance the Senior Notes, the amounts outstanding under our senior credit facility have been classified as a current liability as of December 31, 2009.
     As described in Item 9B of this Form 10-K, on March 23, 2010, we entered into a merger agreement with Triumph Group, Inc. pursuant to which we will be acquired by Triumph. It is anticipated that in connection with that transaction all of our currently outstanding material indebtedness will be repaid in full. The consummation of the acquisition is subject to, among other things, approval of Triumph’s stockholders and other customary closing conditions, which may not be satisfied. In the event that the anticipated acquisition is not completed and such indebtedness remains outstanding, we plan to refinance our senior credit facility or the Senior Notes prior to the last business day of 2010. There are no assurances that we will be able to refinance on commercially reasonable terms or at all. This creates an uncertainty about our ability to continue as a going concern. Notwithstanding this, the consolidated financial statements and related notes have been prepared assuming that we will continue as a going concern.
     We are progressing in our plans to refinance our senior credit facility or the Senior Notes and although no assurance can be given, we believe that we are well positioned to accomplish this prior to the last business day of 2010.
Basis of Presentation
     The following provides a brief description of some of the items that appear in our financial statements and general factors that impact these items.
     Revenue and Profit Recognition. We record revenue and profit for our long-term contracts using a percentage of completion method with, depending on the contract, either cost-to-cost or units-of-delivery as our basis to measure progress toward completing the contract.
    Under the cost-to-cost method, progress toward completion is measured as the ratio of total costs incurred to our estimate of total costs at completion. We recognize costs as incurred. Profit is determined based on our estimated profit margin on the contract multiplied by our progress toward completion. Revenue represents the sum of our costs and profit on the contract for the period.
 
    Under the units-of-delivery method, revenue on a contract is recorded as the units are delivered and accepted during the period at an amount equal to the contractual selling price of those units. The costs recorded on a contract under the units-of-delivery method are equal to the total costs at completion divided by the total units to be delivered. As our contracts can span multiple years, we often segment the contracts into production lots for the purposes of accumulating and allocating cost. Profit is recognized as the difference between revenue for the units delivered and the estimated costs for the units delivered.
     Amounts representing contract change orders or claims are only included in revenue when such change orders or claims have been settled with our customer and to the extent that units have been delivered. Additionally, some of our contracts may contain terms or provisions, such as price re-determination, requests for equitable adjustments or price escalation, which are included in our estimate of contract value when the amounts can be reliably estimated and their realization is reasonably assured.

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     The impact of revisions in estimates is recognized on the cumulative catch-up basis in the period in which such revisions are made. Changes in our estimates of contract value or profit can impact revenue and/or cost of sales. For example, in the case of a customer settlement of a pending change order or claim, we may recognize additional revenue and/or margin depending on the production lot’s stage of completion. Provisions for anticipated losses on contracts are recorded in the period in which they become evident (“forward losses”).
     For a further discussion of our revenue recognition policy, see “— Critical Accounting Policies and Estimates — Revenue and Profit Recognition.”
     Cost of sales. Cost of sales includes direct production costs such as labor (including fringe benefits), material costs, manufacturing and engineering overhead and production tooling costs. Examples of costs included in overhead are costs related to quality assurance, information technology, indirect labor and fringe benefits, depreciation and amortization and other support costs such as supplies and utilities.
     Selling, general and administrative expenses. Selling, general and administrative expenses include expenses for executive management, program management, business management, human resources, accounting, treasury, and legal. The major cost elements of selling, general and administrative expenses include salary and wages, fringe benefits, stock compensation expense, travel and supplies. In addition, these expenses include period expenses for non-recurring program development, such as research and development and other non-recurring activities, as well as costs that are not reimbursed under U.S. Government contract terms.
     Interest expense, net. Interest expense, net reflects interest income and expense, and includes the amortization of capitalized debt origination costs and the amortization of the original issue discount on an additional $200.0 million of term loans we borrowed pursuant to our existing senior credit facilities (“Incremental Facility”).
     Other income (loss). Other income (loss) represents miscellaneous items unrelated to our core operations.
     Equity in loss of joint venture. Equity in loss of joint venture reflected our share of the loss from Global Aeronautica, a joint venture in which we formerly participated. As a result of the sale of our equity interest in Global Aeronautica in 2008, our results of operations are no longer impacted by this joint venture.
     Income tax benefit (expense). Income tax benefit (expense) represents federal income tax provided on our net book income from continuing operations. For a further discussion of our income tax provision, please see Note 15 — Income Taxes.
     Income (loss) from discontinued operations, net of tax. Income (loss) from discontinued operations, net of tax represents the revenue and expenses associated with our 787 business conducted at North Charleston, South Carolina that was sold to Boeing Commercial Airplanes Charleston South Carolina, Inc., a wholly owned subsidiary of The Boeing Company on July 30, 2009 (“Sale of the Charleston 787 business”). Our gain on the sale of this business is also reflected as income (loss) from discontinued operations, net of tax. See Note 3 — Discontinued Operations in the notes to the consolidated financial statements included in Item 8.

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Results of Operations
                         
    December 31,     December 31,     December 31,  
    2009     2008     2007  
    (in millions)  
Revenue:
                       
Commercial
  $ 946.7     $ 848.1     $ 782.1  
Military
    664.3       607.4       530.0  
Business jets
    266.8       319.5       301.0  
 
                 
Total revenue
  $ 1,877.8     $ 1,775.0     $ 1,613.1  
Costs and expenses:
                       
Cost of sales
    1,594.8       1,492.9       1,284.8  
Selling, general and administrative
    122.6       135.3       133.3  
 
                 
Total costs and expenses
  $ 1,717.4     $ 1,628.2     $ 1,418.1  
Operating income (loss)
    160.4       146.8       195.0  
Interest expense, net
    (56.3 )     (62.8 )     (59.0 )
Other income (loss)
    1.3       48.7       (0.1 )
Equity in loss of joint venture
          (0.6 )     (4.0 )
Income tax benefit (expense)
    9.3       (0.2 )     (0.1 )
 
                 
Income from continuing operations
  $ 114.7     $ 131.9     $ 131.8  
Income (loss) from discontinued operations, net of tax
  $ 213.6     $ (38.2 )   $ (85.5 )
 
                 
Net Income
  $ 328.3     $ 93.7     $ 46.3  
 
                 
 
                       
Total funded backlog
  $ 2,067.3     $ 2,451.0     $ 2,288.1  
Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
     Revenue. Revenue for the year ended December 31, 2009 was $1,877.8 million, an increase of $102.8 million, or 6%, compared with 2008. When comparing the current and the prior year:
    Commercial revenue increased $98.6 million, or 12%. Revenue for our Boeing programs increased $157.5 million primarily for the 747 program and the initial sales for the engineering and transition services agreements for the 787 program. Partially offsetting these increases was a $58.9 million decrease in revenue for our Airbus programs primarily due to the completion of an Airbus program in the second quarter of 2009.
 
    Military revenue increased $56.9 million, or 9%, primarily due to increased deliveries on the V-22 and, C-130 programs as well as increased spare part deliveries for the C-17 program.
 
    Business Jet revenue decreased $52.7 million, or 16%, primarily due to reduced delivery rates directed by our customers.
     Operating income (loss). Operating income (loss) for the year ended December 31, 2009 was $160.4 million, an increase of $13.6 million, or 9% compared to $146.8 million in 2008. There were several unusual items in 2008 contributing to the 2009 increase in operating income as compared to 2008. Our operating income for 2009 excluded two specific items that affected 2008. Those items were the $38.3 million of costs associated with the strike at our Nashville facility and the $17.3 million of higher future projected pension expenses applied to programs. These factors contributed to a reduction in operating income in 2008 as compared to 2009 were partially offset by the release of $22.6 million of purchase accounting reserves in 2008 reflecting the completion of the 747-400 model deliveries and non-recurring costs of $9.6 million in 2009 reflecting the impact of the pension and other post-retirement benefits curtailment resulting from the 2009 collective bargaining agreement with the International Association of Machinists at our Nashville, Tennessee facility.

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     Interest expense, net. Interest expense, net for the year ended December 31, 2009 was $56.3 million, a decrease of $6.5 million compared with 2008. Interest expense decreased primarily due to the adjustment during 2009 to capitalize approximately $5.6 million of interest costs to appropriately reflect the book value of Property, Plant and Equipment included in our assets-under-construction balance in fiscal periods prior to 2009. The remainder of the decrease resulted from a reduction in the weighted average outstanding balance during 2009 partially offset by the acceleration of $7.1 million of debt origination costs from the pay down of $355.0 million of term loans outstanding.
     Other income (loss). Other income for the year ended December 31, 2008 primarily reflected the $47.1 million gain from the sale of our equity interest in our Global Aeronautica joint venture. We did not have a similar transaction during 2009.
     Income tax benefit (expense). Income tax benefit for the year ended December 31, 2009 primarily reflects a reversal of $9.1 million of income tax expense due to a change in tax legislation. During the fourth quarter, the President signed into law the Workers, Homeownership and Business Assistance Act of 2009. The Law provides for a suspension of certain limitations on Alternative Minimum Tax net operating losses. Prior to the Law being enacted, we had estimated a $9.1 million federal AMT liability incurred in connection with the sale of 787, and had allocated that expense to discontinued operations. The Law has enabled the Company to fully utilize net operating losses and therefore we will not owe AMT for the year. The Income Taxes topic of the ASC requires that tax law changes be allocated to continuing operations; therefore we recorded a $9.1 million benefit to offset the related expense in discontinued operations. We were also able to carryback our 2008 AMT net operating loss to recover $0.4 million of previously paid AMT taxes and recorded a tax benefit in the tax provision.
     Income (loss) from discontinued operations, net of tax. Income from discontinued operations, net of tax for the year ended December 31, 2009 was $213.6 million primarily due to the sale of the Charleston 787 business recorded during the period. This transaction included $275.0 million of income recognized for the resolution of 787 contractual matters as well as a $38.3 million loss on the sale of the Charleston 787 business.
Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
     Revenue. Revenue for the year ended December 31, 2008 was $1,775.0 million, an increase of $161.9 million, or 10%, compared with the same period in the prior year. When comparing the current and the prior year:
    Commercial revenue increased $66.0 million, or 8%. Revenue for our Boeing programs increased $49.9 million primarily due to increased non-recurring sales for the 747-8 program and initial deliveries on the 787 program. In addition, revenue for our Airbus programs increased $16.1 million primarily due to higher deliveries.
 
    Military revenue increased $77.4 million, or 15%, primarily due to higher delivery rates on the H-60 and the V-22 programs.
 
    Business Jet revenue increased $18.5 million, or 6%, primarily due to increased deliveries to Gulfstream and the initial non-recurring revenue on the Cessna Columbus — Model 850 program.
     Operating income (loss). Operating income (loss) for the year ended December 31, 2008 was $146.8 million, a decrease of $48.2 million or 25% compared to 2007. During 2008, overall program margins were lower than the prior year primarily due to a $38.3 million impact from costs associated with the strike at our Nashville facility and a $17.3 million impact related to higher future projected pension expenses applied to programs. The remaining difference in program margins was primarily due to the absence of favorable contract changes recorded in 2007, partially offset by the release of $22.6 million of purchase accounting reserves reflecting the completion of the 747-400 model deliveries.
     Interest expense, net. Interest expense, net for the year ended December 31, 2008 was $62.8 million, an increase of $3.8 million compared with the same period in the prior year. Interest expense increased primarily due to higher borrowings and related costs under the Incremental Facility partially offset by a reduction in the effective interest rate on our other variable rate indebtedness.
     Other income (loss). Other income (loss) for the year ended December 31, 2008 primarily reflects our $47.1 million gain from the sale of our entire equity interest in Global Aeronautica.

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     Income (loss) from discontinued operations, net of tax. Loss from discontinued operations, net of tax for the year ended December 31, 2008 was $38.2 million, a decrease of $47.3 million compared with 2007. The decrease was due to a reduction in non-recurring 787 program expenses as the start-up phase of that program ended.
Liquidity and Capital Resources
     Liquidity is an important factor in determining our financial stability. We are committed to maintaining adequate liquidity. The primary sources of our liquidity include cash flow from operations, borrowing capacity through our credit facility and the long-term capital markets and negotiated advances and progress payments from our customers. Our liquidity requirements and working capital needs depend on a number of factors, including the level of delivery rates under our contracts, the level of developmental expenditures related to new programs, growth and contractions in the business cycles, contributions to our pension plans as well as interest and debt payments. Our liquidity requirements fluctuate from period to period as a result of changes in the rate and amount of our investments in our programs, changes in delivery rates under existing contracts and production associated with new contracts.
     For certain aircraft programs, milestone or advance payments from customers finance working capital, which helps to improve our liquidity. In addition, we may, in the ordinary course of business, settle outstanding claims or other contractual matters with customers or suppliers or we may receive payments for change orders not previously negotiated. Settlement of such matters can have a significant impact on our results of operations and cash flows.
     We believe that cash flow from operations, cash and cash equivalents on hand and funds that will be raised as part of a refinancing or restructuring of our senior credit facility and Senior Notes will provide adequate funding for our ongoing working capital expenditures, pension contributions and capital investments required to meet our current contractual and legal commitments for at least the next twelve months. However, there is no assurance that we can refinance the Senior Notes or the senior credit facility prior to the last business day of 2010.
     Our pension plan funding obligations also impact our liquidity and capital resources. Elsewhere in this report, we provide estimates of our pension plan contributions for 2010 through 2014. See “— Contractual Obligations.” Our future pension contributions are primarily driven by the funded level of our plans as of December 31 of each fiscal year. Two of the factors used in determining our liability under our plan are the discount rate and the market value of the plan assets.
     Macro-economic conditions, the corporate bond rates and the fluctuations in the fair value of our plan assets as a result of the volatility in global financial markets will continue to impact our required contributions in future periods.
     Our ability to refinance our indebtedness or obtain additional sources of financing will be affected by economic conditions and financial, business and other factors, some of which are beyond our control.
     As of December 31, 2009, our total outstanding long-term debt was approximately $589.8 million. This amount includes $270.0 million of 8% Senior Notes due 2011 (“Senior Notes”) and $322.2 million of term loans outstanding under our senior credit facilities. Additionally, we had $41.3 million in outstanding letters of credit.
     On July 30, 2009 we entered into an Amendment to our Credit Agreement (“Amendment”) which modified the Credit Agreement to allow the sale of the Charleston 787 business (discussed in Note 3 — Discontinued Operations) and provided for use of cash proceeds from the transaction to (i) pay down $355.0 million of term loans outstanding and (ii) repay outstanding amounts on our revolver of $135.0 million and to permanently reduce revolving commitments under the Credit Agreement to $100.0 million. The Amendment converted the synthetic letter of credit facility under the Credit Agreement into additional term loan of $50.0 million, a portion of which is used as cash collateral for letters of credit previously issued under the synthetic letter of credit facility. This term loan is repayable on December 22, 2010. As of December 31, 2009, the cash restricted as collateral for outstanding letters of credit was $43.8 million. The Amendment increased the interest rate on all loans to London Interbank Offering Rate (LIBOR) plus a margin of 4.00%, with a minimum LIBOR floor of 3.50%.

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     Our outstanding term loans, including amounts under the Incremental Facility, are repayable in equal quarterly installments of approximately $1.5 million with the balance due on December 22, 2011. Our revolving commitments are scheduled to expire on December 22, 2010. The Amendment incorporated an extension provision that allows us to extend our revolving commitments with lenders who agree to such extension to a date to be agreed. We are also obligated to pay an annual commitment fee on the unused portion of our revolver of 0.5% or less, based on our leverage ratio.
     Under the terms of the senior credit facility, we are required to prepay or refinance any amounts outstanding of our $270.0 million Senior Notes by the last business day of 2010 or we must repay the aggregate amount of loans outstanding at that time under the senior credit facility unless a lender waives such prepayment (so long as a majority of our lenders (voting on a class basis) agree to such waiver). Because of the requirement to refinance the Senior Notes, the amounts outstanding under our senior credit facility have been classified as a current liability as of December 31, 2009. As described in Item 9B of this Form 10-K, on March 23, 2010, we entered into a merger agreement with Triumph Group, Inc. pursuant to which we will be acquired by Triumph. It is anticipated that in connection with that transaction all of our currently outstanding material indebtedness will be repaid in full. The consummation of the acquisition is subject to, among other things, approval of Triumph’s stockholders and other customary closing conditions, which may not be satisfied. In the event that the anticipated acquisition is not completed and such indebtedness remains outstanding, we plan to refinance our senior credit facility or the Senior Notes prior to the last business day of 2010. There are no assurances that we will be able to refinance on commercially reasonable terms or at all. This creates an uncertainty about our ability to continue as a going concern. Notwithstanding this, the consolidated financial statements and related notes have been prepared assuming that we will continue as a going concern.
     We are progressing in our plans to refinance our senior credit facility or the Senior Notes and although no assurance can be given, we believe that we are well positioned to accomplish this prior to the last business day of 2010.
     Credit Agreements and Debt Covenants. The indenture governing our Senior Notes and our credit agreement contain customary affirmative and negative covenants for facilities of this type, including limitations on our indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets, subordinated debt and transactions with affiliates. The credit agreement also requires that we maintain certain financial covenants including a leverage ratio, the requirement to maintain minimum interest coverage ratios, as defined in the agreement, and a limitation on our capital spending levels. The indenture governing our Senior Notes also contains various restrictive covenants, including the incurrence of additional indebtedness unless the debt is otherwise permitted under the indenture. As of December 31, 2009, we were in compliance with the covenants in the indenture and our credit agreement.
     Our senior credit facilities (including our Incremental Facility) are material to our financial condition and results of operations because those facilities are our primary source of liquidity for working capital. The indenture governing our outstanding Senior Notes is material to our financial condition because it governs a significant portion of our long-term capitalization while restricting our ability to conduct our business.
     Our senior credit facilities use Adjusted EBITDA to determine our compliance with two financial maintenance covenants. See “Non-GAAP Financial Measures” below for a discussion of Adjusted EBITDA and reconciliation of that non-GAAP financial measure to net cash provided by (used in) operating activities. We are required not to permit our consolidated total leverage ratio, or the ratio of funded indebtedness (net of cash) at the end of each quarter to Adjusted EBITDA for the twelve months ending on the last day of that quarter, to exceed 4.00:1.00 for fiscal periods ending during 2009, 3.75:1.00 for fiscal periods during 2010 and 3.50:1.00 for fiscal periods thereafter. We also are required not to permit our consolidated net interest coverage ratio, or the ratio of Adjusted EBITDA for the twelve months ending on the last day of a quarter to our consolidated net interest expense for the twelve months ending on the same day, to be less than 3.50:1.00 for fiscal periods ending during 2009 and for fiscal periods thereafter. Each of these covenants is tested quarterly, and our failure to comply could result in a default and, potentially, an event of default under our senior credit facilities. If not cured or waived, an event of default could result in acceleration of this indebtedness. Our credit facilities also use Adjusted EBITDA to determine the interest rates on our borrowings, which are based on the consolidated total leverage ratio described above. Changes in our leverage ratio may result in increases or decreases in the interest rate margin applicable to loans under our senior credit facilities. Accordingly, a change in our Adjusted EBITDA could increase or decrease our cost of funds. The actual results of the total leverage ratio and net interest coverage ratio for the years ended December 31, 2009 were 1.69:1.00 and 5.28:1.00, respectively.

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          The indenture governing our outstanding Senior Notes contains a covenant that restricts our ability to incur additional indebtedness unless, among other things, we can comply with a fixed charge coverage ratio. We may incur additional indebtedness only if, after giving pro forma effect to that incurrence, our ratio of Adjusted EBITDA to total consolidated debt less cash on hand for the four fiscal quarters ending as of the most recent date for which internal financial statements are available meet certain levels or we have availability to incur such indebtedness under certain baskets in the indenture. Accordingly, Adjusted EBITDA is a key factor in determining how much additional indebtedness we may be able to incur from time to time to operate our business.
     Non-GAAP Financial Measures. Periodically we disclose to investors Adjusted EBITDA, which is a non-GAAP financial measure that our management uses to assess our compliance with the covenants in our senior credit agreement, our ongoing ability to meet our obligations and manage our levels of indebtedness. Adjusted EBITDA is calculated in accordance with our senior credit agreement and includes adjustments that are material to our operations but that our management does not consider reflective of our ongoing core operations. Pursuant to our senior credit agreement, Adjusted EBITDA is calculated by making adjustments to our net income (loss) to eliminate the effect of our (1) income tax expense, (2) net interest expense, (3) any amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with indebtedness, (4) depreciation and amortization expense, (5) any extraordinary, unusual or non-recurring expenses or gains/losses (including gains/losses on sales of assets outside of the ordinary course of business, non-recurring expenses associated with the 787 program and certain expenses associated with our facilities consolidation efforts) net of any extraordinary, unusual or non-recurring income or gains, (6) any other non-cash charges, expenses or losses, restructuring and integration costs, (7) stock-option based compensation expenses and (8) all fees and expenses paid pursuant to our Management Agreement with The Carlyle Group (“Carlyle”). See Note 20 to our consolidated financial statements in Item 8 of this report.
     Adjusted EBITDA for the years ended December 31, 2009, 2008 and 2007 was $254.7 million, $263.9 million and $277.4 million, respectively. The following table is a reconciliation of the non-GAAP measure from our cash flows from operations:
                         
    For the Years Ended  
    December 31,     December 31,     December 31,  
    2009     2008     2007  
    (in millions)  
Net cash provided by (used in) operating activities
  $ 111.8     $ (154.5 )   $ 34.2  
Interest expense, net
    56.3       62.8       59.0  
Income tax expense (benefit)
    (9.3 )     0.2       0.1  
Stock compensation expense
    (2.5 )     (1.1 )     (5.2 )
Equity in losses of joint venture
          (0.6 )     (4.0 )
Gain (loss) from asset sales and other losses
    (41.2 )     49.8       (1.8 )
Non-cash interest expense
    (13.1 )     (5.8 )     (3.1 )
787 tooling amortization
    1.1       0.8        
Changes in operating assets and liabilities
    328.3       266.1       86.9  
 
                 
EBITDA
  $ 431.4     $ 217.7     $ 166.1  
 
                 
Investment in Boeing 787 and sale of the Charleston 787 business (1)
    (213.6 )     33.3       95.9  
Unusual charges & other non-recurring program costs (2)
    19.3       56.7       6.1  
(Gain) loss on disposal of property, plant and equipment and other assets (3)
    2.9       (48.2 )     1.9  
Pension & OPEB curtailment and non-cash expense (4)
    10.3              
Other (5)
    4.4       4.4       7.4  
 
                 
Adjusted EBITDA
  $ 254.7     $ 263.9     $ 277.4  
 
                 

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(1)   Investment in Boeing 787 and sale of the Charleston 787 business—The Boeing 787 program, described elsewhere in our periodic reports, required substantial start-up costs in prior periods as we built a new facility in South Carolina and invested in new manufacturing technologies dedicated to the program. These start-up investment costs were expensed in our financial statements over several periods due to their magnitude and timing. As a result of the sale of the Charleston 787 business to Boeing, we settled outstanding contractual matters with Boeing and recognized a loss on the sale of the related assets and liabilities of the business. Our credit agreement excludes all gains or losses recognized on the sale of assets and it excludes our significant start-up investment in the Boeing 787 program because it represented an unusual significant investment in a major new program that was not indicative of ongoing core operations. Accordingly, the impact of the settlement of contractual matters, loss on the sale of the assets and liabilities and the investment that was expensed during the period was excluded from the calculation of Adjusted EBITDA. Also included in this adjustment is our loss in our joint venture with Global Aeronautica. Our net loss was $0.6 million and $4.0 million for the fiscal years 2008 and 2007, respectively. On June 10, 2008, we sold our entire equity interest in Global Aeronautica to Boeing and as a result, in subsequent periods, our adjusted EBITDA calculation is not be impacted by this joint venture. For more information, please refer to Note 8 – Investment in Joint Venture in our consolidated financial statements.
 
(2)   Unusual charges and other non-recurring program costs— Our senior credit agreement excludes our expenses for unusual events in our operations and non-recurring costs that are not indicative of ongoing core operating performance, and accordingly the charges that have been expensed during the period are added back to Adjusted EBITDA.
 
    For the year ended December 31, 2008, we recognized an additional $38.3 million in non-recurring program costs related to the strike at our Nashville facility and $1.8 million in non-recurring program costs related to the Boeing strike. However, during the year ended December 31, 2009, we reversed $(0.5) million in non-recurring program costs related to the strike at our Nashville facility because the actual strike-related costs incurred on those programs were lower than the original estimates.
 
    We incurred $10.0 million, $8.4 million and $6.1 million of non-recurring costs related to a facilities rationalization initiative for the years ended December 31, 2009, 2008 and 2007, respectively, which have been added back to Adjusted EBITDA. Also, during the year ended December 31, 2009, we recognized $1.8 million of non-recurring costs related to the suspension of the Cessna Citation Columbus – Model 850 business jet program and $8.0 million of non-recurring costs related to Information Systems implementation initiatives. We did not incur similar costs in 2008 and 2007. During the year ended December 31, 2008, we recorded $8.2 million of non-recurring specific warranty costs. We did not incur similar costs in 2009 and 2007.
 
(3)   (Gain) loss on disposal of property, plant and equipment (“PP&E”) and other assets — On occasion, where the asset is no longer needed for our business and ceases to offer sufficient value or utility to justify our retention of the asset, we choose to sell the asset at a gain or loss. Typically, these assets are PP&E. However, in 2008, we sold our entire equity interest in Global Aeronautica to Boeing and as a result, recorded a $47.1 million gain on the sale. Gains and losses resulting from the disposal of assets impact our results of operations for the period in which the asset was sold. Our credit agreement provides that those gains and losses are reflected as an adjustment in calculating Adjusted EBITDA.
 
(4)   Pension and other post-retirement benefits curtailment and non-cash expense related to the Compensation – Retirement Benefits topic of the ASC—The credit agreement allows us to remove non-cash benefit expenses, so to the extent that the recorded expense exceeds the cash contributions to the plan it is reflected as an adjustment in calculating Adjusted EBITDA. During the year ended December 31, 2009, we recognized $9.6 million curtailment resulting from the new IAM collective bargaining agreement. For more information, please refer to Note 14 – Pension and Other Post-Retirement Benefits in our consolidated financial statements.
 
(5)   Other—Includes non-cash stock expense, related party management fees and costs associated with the preparation of documents in connection with a planned initial public equity offering. Our credit agreement provides that these expenses are reflected as an adjustment in calculating Adjusted EBITDA.

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     We believe that each of the adjustments made in order to calculate Adjusted EBITDA is meaningful to investors because it gives them the ability to assess our compliance with the covenants in our senior credit agreement, our ongoing ability to meet our obligations and manage our levels of indebtedness.
     The use of Adjusted EBITDA as an analytical tool has limitations and you should not consider it in isolation, or as a substitute for analysis of our results of operations as reported in accordance with GAAP. Some of these limitations are:
    it does not reflect our cash expenditures, or future requirements, for all contractual commitments;
 
    it does not reflect our significant interest expense, or the cash requirements necessary to service our indebtedness;
 
    it does not reflect cash requirements for the payment of income taxes when due;
 
    it does not reflect working capital requirements;
 
    although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
 
    it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, but may nonetheless have a material impact on our results of operations.
     Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as an alternative to net income or cash flow from operations determined in accordance with GAAP. Management compensates for these limitations by not viewing Adjusted EBITDA in isolation, and specifically by using other GAAP measures, such as cash flow provided by (used in) operating activities and capital expenditures, to measure our liquidity. Our calculation of Adjusted EBITDA may not be comparable to the calculation of similarly titled measures reported by other companies.
                         
Cash Flow Summary   Year Ended December 31,  
    2009     2008     2007  
    (in millions)  
Net income (loss)
  $ 328.3     $ 93.7     $ 46.3  
Non-cash items
    111.8       17.9       74.8  
Changes in working capital
    (328.3 )     (266.1 )     (86.9 )
 
                 
Net cash provided by (used in) operating activities
    111.8       (154.5 )     34.2  
Net cash provided by (used in) investing activities
    247.2       (14.2 )     (49.6 )
Net cash provided by (used in) financing activities
    (329.7 )     179.8       (2.4 )
 
                 
Net increase (decrease) in cash and cash equivalents
    29.3       11.1       (17.8 )
Cash and cash equivalents at beginning of year
    86.7       75.6       93.4  
 
                 
Cash and cash equivalents at end of year
  $ 116.0     $ 86.7     $ 75.6  
 
                 
Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
     Net cash provided by operating activities for the year ended December 31, 2009 was $111.8 million, an increase of $266.3 million compared to net cash used in operating activities of $154.5 million for the prior year. This change primarily resulted from the settlement of contractual matters related to the 787 program partially offset by increased cash requirements for the 747-8 program.
     Net cash provided by investing activities for the year ended December 31, 2009 was $247.2 million, an increase of $261.4 million compared to net cash used in investing activities of $14.2 million for the same period in 2008. The change was primarily due to the $289.2 million, net of fees, of proceeds received for the sale of the Charleston 787 business and a $27.3 million decrease in capital expenditures in 2009 offset by the $55.1 million of proceeds from the sale of assets in 2008 including the sale to Boeing of our equity interest in Global Aeronautica.

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     Net cash used in financing activities for the year ended December 31, 2009 was $329.7 million, a change of $509.5 million compared with cash provided of $179.8 million for 2008. This change primarily resulted from the $184.6 million in net proceeds from the Incremental Facility in 2008, the use of $355.0 million of proceeds from the sale of the Charleston 787 business to pay down outstanding term loans in 2009 and the restriction of $43.8 million as collateral for outstanding letters of credit in 2009, partially offset by the conversion of the $75.0 million of the synthetic letter of credit facility to a term loan in 2009.
Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
     Net cash used in operating activities for year ended December 31, 2008 was $154.5 million, a change of $188.7 million compared to cash provided by operating activities of $34.2 million for the prior year. The change primarily resulted from the following items: increased cash funding requirements of $59.7 million for our defined benefit pension plans; lower cash from the timing of milestone and advance payments from customers of approximately $67.0 million; as well as $62.0 million of higher working capital requirements in 2008 related to the ramp-up of the 787 program.
     Net cash used in investing activities for the year ended December 31, 2008 was $14.2 million, a decrease of $35.4 million compared to net cash used in investing activities of $49.6 million for the prior year. This improvement is due to a $30.8 million increase in proceeds provided by the sale of assets and a $16.5 million decrease in contributions to Global Aeronautica partially offset by an $11.9 million increase in capital expenditures.
     Net cash provided by financing activities for the year ended December 31, 2008 was $179.8 million, a change of $182.2 million compared to net cash used in financing activities of $2.4 million for the prior year. The change primarily resulted from the $184.6 million in net proceeds provided by borrowings under the Incremental Facility.
Contractual Obligations
     The following table summarizes the scheduled maturities of financial obligations and expiration dates of commitments as of December 31, 2009:
                                                         
    2010     2011     2012     2013     2014     Thereafter     Total  
    ($ in millions)  
Senior credit facilities
                                                       
Term loans
  $ 236.6     $     $     $     $     $     $ 236.6  
Incremental facility
    85.6                                     85.6  
 
                                         
Total senior credit facilities (1)
  $ 322.2     $     $     $     $     $     $ 322.2  
Operating leases
    21.7       13.7       9.3       4.9       4.0       3.5       57.1  
Senior notes
          270.0                               270.0  
Purchase Obligations (2)
    459.3       143.7       18.0       12.0                   633.0  
 
                                         
 
                                                       
Total
  $ 803.2     $ 427.4     $ 27.3     $ 16.9     $ 4.0     $ 3.5     $ 1,282.3  
 
                                         
 
(1)   In addition to the obligations in the table, at December 31, 2008, we had contractual interest payment obligations as follows: (a) variable interest rate payments on $322.2 million outstanding under our senior credit facilities based upon LIBOR plus a margin of 4.00%, which correlated to an interest rate of 7.50% at December 31, 2009 and (b) $21.6 million per year on the Senior Notes.

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(2)   Includes contractual obligations for which we are committed to purchase goods and services as of December 31, 2009. The most significant of these obligations relate to raw material and parts supply contracts for our manufacturing programs and these amounts are primarily comprised of open purchase order commitments to vendors and subcontractors. Many of these agreements provide us the ability to alter or cancel orders and require our suppliers to mitigate the impact from any changes. Even where purchase orders specify determinable prices, quantities and delivery timeframes, generally the purchase obligations remain subject to frequent modification and therefore are highly variable. As a result, we regularly experience significant fluctuations in the aggregate amount of purchase obligations, and the amount reflected in the table above may not be indicative of our purchase obligations over time. The ultimate liability for these obligations may be reduced based upon modification or termination provisions included in some of our purchase contracts, the costs incurred to date by vendors under these contracts or by recourse under normal termination clauses in firm contracts with our customers.
     In addition to the financial obligations detailed in the table above, we also had obligations related to our benefit plans at December 31, 2009 as detailed in the following table. Our other post-retirement benefits are not required to be funded in advance, so benefit payments are paid as they are incurred. Our expected net contributions and payments are included in the table below:
                 
          Other  
    Pension
Benefits
    Post-retirement
Benefits
 
    (in Millions)  
Benefit obligation at December 31, 2009
  $ 1,958.3     $ 402.3  
Plan assets at December 31, 2009
    1,342.6        
 
               
Projected contributions
               
2010
    102.7       38.4  
2011
    176.8       38.9  
2012
    142.1       38.5  
2013
    123.0       37.9  
2014
    108.3       37.5  
 
           
Total 2010-2014
  $ 652.9     $ 191.2  
 
           
     Current plan documents reserve our right to amend or terminate the plans at any time, subject to applicable collective bargaining requirements for represented employees.
Off Balance Sheet Arrangements
     None.
Inflation
     A majority of our sales are conducted pursuant to long-term contracts that set fixed unit prices and some of which provide for price adjustment through escalation clauses. The effect of inflation on our sales and earnings is minimal because the selling prices of those contracts, established for deliveries in the future, generally reflect estimated costs to be incurred in these future periods. Our estimated costs take into account a projected rate of inflation for the duration of the relevant contract.
     Our supply base contracts are conducted on a fixed price basis in U.S. dollars. In some cases our supplier arrangements contain escalation adjustment provisions based on accepted industry indices, with appropriate forecasting incorporated in program financial estimates. Raw materials price escalation has been mitigated through existing long-term agreements, which remain in place for several more years. Our expectations are that in the long-term, the demand for these materials will continue to put additional pressures on pricing. Strategic cost reduction plans will continue to focus on mitigating the affects of this demand curve on our operations.

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Critical Accounting Policies
     Our discussion and analysis of our financial position and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. Although we evaluate our estimates, which are based on the most current and best available information and on various other assumptions that are believed to be reasonable under the circumstances, on an ongoing basis, actual results may differ from these estimates under different assumptions or conditions. We believe the following items are the critical accounting policies and most significant estimates and assumptions used in the preparation of our financial statements. These accounting policies conform to the accounting policies contained in the consolidated financial statements included in this annual report.
     Accounting Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and, in particular, estimates of contract costs and revenues used in the earnings recognition process. We have recorded all estimated contract losses that are reasonably estimable and probable. To enhance reliability in our estimates, we employ a rigorous estimating process that is reviewed and updated at least on a quarterly basis. However, actual results could differ from those estimates.
     Revenue and Profit Recognition. The majority of our sales are made pursuant to written contractual arrangements or ‘‘contracts” to design, develop and manufacture aerostructures to the specifications of the customer under firm fixed price contracts. These contracts are within the scope of the Revenue — Construction-Type and Production-Type Contracts topic of the ASC and revenue and costs on contracts are recognized using percentage-of-completion methods of accounting. Accounting for the revenue and profit on a contract requires estimates of (1) the contract value or total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s scope of work and (3) the measurement of progress towards completion. Depending on the contract, we measure progress toward completion using either the cost-to-cost method or the units-of-delivery method.
    Under the cost-to-cost method, progress toward completion is measured as the ratio of total costs incurred to our estimate of total costs at completion. We recognize costs as incurred. Profit is determined based on our estimated profit margin on the contract multiplied by our progress toward completion. Revenue represents the sum of our costs and profit on the contract for the period.
 
    Under the units-of-delivery method, revenue on a contract is recorded as the units are delivered and accepted during the period at an amount equal to the contractual selling price of those units. The costs recorded on a contract under the units-of-delivery method are equal to the total costs at completion divided by the total units to be delivered. As our contracts can span multiple years, we often segment the contracts into production lots for the purposes of accumulating and allocating cost. Profit is recognized as the difference between revenue for the units delivered and the estimated costs for the units delivered.
     Adjustments to original estimates for a contract’s revenues, estimated costs at completion and estimated total profit are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur. These estimates are also sensitive to the assumed rate of production. Generally, the longer it takes to complete the contract quantity, the more relative overhead that contract will absorb. The impact of revisions in cost estimates is recognized on a cumulative catch-up basis in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period in which they become evident (‘‘forward losses”) and are first offset against costs that are included in inventory, with any remaining amount reflected in accrued contract liabilities in accordance with the Construction and Production-Type Contracts topic. Revisions in contract estimates, if significant, can materially affect our results of operations and cash flows, as well as our valuation of inventory. Furthermore, certain contracts are combined or segmented for revenue recognition in accordance with the Construction and Production-Type Contracts topic.
     Advance payments and progress payments received on contracts-in-process are first offset against related contract costs that are included in inventory, with any remaining amount reflected in current liabilities.

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     Accrued contract liabilities consisted of the following:
                 
    December 31,     December 31,  
    2009     2008  
    (in millions)  
Advances and progress billings
  $ 59.4     $ 126.8  
Forward loss
    1.7       6.4  
Other
    13.1       7.9  
 
           
Total accrued contract liabilities
  $ 74.2     $ 141.1  
 
           
     Amounts representing contract change orders or claims are only included in revenue when such change orders or claims have been settled with our customer and to the extent that units have been delivered. Additionally, some contracts may contain provisions for revenue sharing, price re-determination, requests for equitable adjustments, change orders or cost and/or performance incentives. Such amounts or incentives are included in contract value when the amounts can be reliably estimated and their realization is reasonably assured.
     Although fixed-price contracts, which extend several years into the future, generally permit us to keep unexpected profits if costs are less than projected, we also bear the risk that increased or unexpected costs may reduce our profit or cause the Company to sustain losses on the contract. In a fixed-price contract, we must fully absorb cost overruns, not withstanding the difficulty of estimating all of the costs we will incur in performing these contracts and in projecting the ultimate level of revenue that may otherwise be achieved. Our failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately or control costs during performance of a fixed price contract may reduce the profitability of a fixed price contract or cause a loss. We believe we have recorded adequate provisions in the financial statements for losses on fixed-price contracts, but we cannot be certain that the contract loss provisions will be adequate to cover all actual future losses.
     As mentioned above, the vast majority of our revenue is related to the sale of manufactured end item products and spare parts. Any revenue related to the provision of services is accounted for separately and is not material to our results of operations.
     Inventories. Inventoried costs primarily relate to work in process and represent accumulated contract costs less the portion of such costs allocated to delivered items. Accumulated contract costs include direct production costs, manufacturing and engineering overhead, production tooling costs, and certain general and administration expenses.
     In accordance with industry practice, inventoried costs are classified as a current asset and include amounts related to contracts having production cycles longer than one year; therefore, a portion thereof will not be realized within one year. See Note 5 to our consolidated financial statements in Item 8 of this report.
     Goodwill. Goodwill is tested for impairment, at least annually, in accordance with the provisions of the Intangibles – Goodwill and Other topic of the ASC. Under this topic, the first step of the goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying value. We have concluded that the Company is a single reporting unit. Accordingly, all assets and liabilities are used to determine our carrying value. Based on review of our annual impairment tests, we did not recognize impairment charges in 2009, 2008 or 2007.
     Additionally, in connection with the sale of the Charleston 787 business on July 30, 2009 (discussed in Note 3 – Discontinued Operations), $122.9 million of our goodwill balance was allocated to that business based on the relative fair value of its assets compared to the total value of the consolidated company. Subsequently, we performed an interim impairment test of our remaining Goodwill balance and determined the balance was not impaired.
     For this testing we use an independent valuation firm to assist in the estimation of enterprise fair value using standard valuation techniques such as discounted cash flow, market multiples and comparable transactions. The discounted cash flow fair value estimates are based on management’s projected future cash flows and the estimated weighted average cost of capital. The estimated weighted average cost of capital is based on a risk-free interest rate and other factors such as equity risk premiums and the ratio of total debt and equity capital.
     We must make assumptions regarding estimated future cash flows and other factors used by the independent valuation firm to determine the fair value. If these estimates or the related assumptions change, we may be required to record non-cash impairment charges for goodwill in the future.

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     Post-retirement Plans. The liabilities and net periodic cost of our pension and other post-retirement plans are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate, the expected long-term rate of asset return, the assumed average rate of compensation increase and rate of growth for medical costs. The actuarial assumptions used to calculate these costs are reviewed annually or when a remeasurement is necessary. Assumptions are based upon management’s best estimates, after consulting with outside investment advisors and actuaries, as of the measurement date.
     The assumed discount rate utilized is based on a point in time estimate as of our December 31 annual measurement date or as of remeasurement dates as needed. This rate is determined based upon on a review of yield rates associated with long-term, high quality corporate bonds as of the measurement date and use of models that discount projected benefit payments using the spot rates developed from the yields on selected long-term, high quality corporate bonds.
     The assumed expected long-term rate of return on assets is the weighted average rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the Projected Benefit Obligation (“PBO”). The expected average long-term rate of return on assets is based principally on the counsel of our outside investment advisors and has been projected at 8.5% in 2009, 2008 and, 2007. This rate is based on actual historical returns and anticipated long-term performance of individual asset classes with consideration given to the related investment strategy. This rate is utilized principally in calculating the expected return on plan assets component of the annual pension expense. To the extent the actual rate of return on assets realized over the course of a year differs from the assumed rate, that year’s annual pension expense is not affected. The gain or loss reduces or increases future pension expense over the average remaining service period of active plan participants expected to receive benefits.
     The assumed average rate of compensation increase represents the average annual compensation increase expected over the remaining employment periods for the participating employees. This rate is estimated to be 4% and is utilized principally in calculating the PBO and annual pension expense.
     In addition to our defined benefit pension plans, we provide certain healthcare and life insurance benefits for some retired employees. Such benefits are unfunded as of December 31, 2009. Employees achieve eligibility to participate in these contributory plans upon retirement from active service if they meet specified age and years of service requirements. Election to participate for eligible employees must be made at the date of retirement. Qualifying dependents at the date of retirement are also eligible for medical coverage. Current plan documents reserve our right to amend or terminate the plans at any time, subject to applicable collective bargaining requirements for represented employees. From time to time, we have made changes to the benefits provided to various groups of plan participants. Premiums charged to most retirees for medical coverage prior to age 65 are based on years of service and are adjusted annually for changes in the cost of the plans as determined by an independent actuary. In addition to this medical inflation cost-sharing feature, the plans also have provisions for deductibles, co-payments, coinsurance percentages, out-of-pocket limits, schedules of reasonable fees, preferred provider networks, coordination of benefits with other plans, and a Medicare carve-out. A one-percentage point shift in the medical trend rate would have the effect shown in Note 14 to the Consolidated Financial Statements in Item 8.
     In accordance with the Compensation – Retirement Benefits topic of the ASC we recognized the funded status of our benefit obligation in our statement of financial position as of December 31, 2008. This funded status was remeasured for some plans as of January 31, 2009 and September 27, 2009 due to plan amendments and for all plans as of December 31, 2009, our annual remeasurement date. The funded status is measured as the difference between the fair value of the plan’s assets and the PBO or accumulated postretirement benefit obligation of the plan. In order to recognize the funded status, we determined the fair value of the plan assets. The majority of our plan assets are publicly traded investments which were valued based on the market price as of the date of remeasurement. Investments that are not publicly traded were valued based on the estimated fair value of those investments as of December 31, 2009 based on our evaluation of data from fund managers and comparable market data.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
     As a result of our operating and financing activities, we are exposed to various market risks that may affect our consolidated results of operations and financial position. These market risks include fluctuations in interest rates, which impacts the amount of interest we must pay on our variable-rate debt and our calculation of our liability for our defined benefit plans. Other than the interest rate swaps described below, financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash investments and trade accounts receivable.

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     Trade accounts receivable include amounts billed and currently due from customers, amounts currently due but, not yet billed, certain estimated contract changes, claims in negotiation that are probable of recovery, and amounts retained by the customer pending contract completion. We continuously monitor collections and payments from customers. Based upon historical experience and any specific customer collection issues that have been identified, we record a provision for estimated credit losses, as deemed appropriate.
     While such credit losses have historically been within our expectations, we cannot guarantee that we will continue to experience the same credit loss rates in the future.
     We maintain cash and cash equivalents with various financial institutions and perform periodic evaluations of the relative credit standing of those financial institutions. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit risk on cash and cash equivalents.
     Some raw materials and operating supplies are subject to price and supply fluctuations caused by market dynamics. Our strategic sourcing initiatives seek to find ways of mitigating the inflationary pressures of the marketplace. In recent years, these inflationary pressures have affected the market for raw materials. However, we believe that raw material prices will remain stable through the remainder of 2010 and after that, experience increases that are in line with inflation. Additionally, we generally do not employ forward contracts or other financial instruments to hedge commodity price risk.
     Our suppliers’ failure to provide acceptable raw materials, components, kits and subassemblies would adversely affect our production schedules and contract profitability. We maintain an extensive qualification and performance surveillance system to control risk associated with such supply base reliance. We utilize a range of long-term agreements and strategic aggregated sourcing to optimize procurement expense and supply risk related to our raw materials.
Interest Rate Risks
     From time to time, we may enter into interest rate swap agreements or other financial instruments in the normal course of business for purposes other than trading. These financial instruments are used to mitigate interest rate or other risks, although to some extent they expose us to market risks and credit risks. We control the credit risks associated with these instruments through the evaluation of the creditworthiness of the counter parties. In the event that a counter party fails to meet the terms of a contract or agreement then our exposure is limited to the current value, at that time, of the interest rate differential, not the full notional or contract amount. We have no such agreements currently outstanding.
     In the past, we have entered into interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate debt. Under these agreements, we exchanged floating rate interest payments for fixed rate payments periodically over the term of the swap agreements. We currently have no such agreements outstanding; however, in the future we may choose to manage market risk with respect to interest rates by entering into new hedge agreements.
     Management performs a sensitivity analysis to determine how market interest rate changes will affect the fair value of any market risk sensitive hedge positions and all other debt that we will bear. Such an analysis is inherently limited in that it represents a singular, hypothetical set of assumptions. Actual market movements may vary significantly from our assumptions. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market interest rate movements. We are exposed to cash flow risk due to changes in interest rates with respect to the entire $322.2 million of variable rate debt outstanding under our senior credit facilities. A one-percentage point increase in interest rates on our variable-rate indebtedness would decrease our annual income (loss) before income taxes by approximately $3.2 million. While there was no debt outstanding under our Revolver at December 31, 2009, any future borrowings would be subject to the same type of variable rate risks. All of our remaining debt is at fixed rates; therefore, changes in market interest rates under these instruments would not significantly impact our cash flows or results of operations.

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Foreign Currency Risks
     We are subject to limited risks associated with foreign currency exchange rates due to our contracted business with foreign customers and suppliers. As purchase prices and payment terms under the relevant contracts are denominated in U.S. dollars, our exposure to losses directly associated with changes in foreign currency exchange rates is not material. However, if the value of the U.S. dollar declines in relation to foreign currencies, our foreign suppliers would experience exchange-rate related losses and seek to renegotiate the terms of their respective contracts, which could have a significant impact to our margins and results of operations.
Utility Price Risks
     We have exposure to utility price risks as a result of volatility in the cost and supply of energy including electricity and natural gas. To minimize this risk, we have entered into fixed price contracts at certain of our manufacturing locations for a portion of their energy usage for periods of up to three years. Although these contracts would reduce the risk to us during the contract period, future volatility in the supply and pricing of energy and natural gas could have an impact on our consolidated results of operations. A 1% increase (decrease) in our monthly average utility costs during 2009 would have increased (decreased) our cost of sales by approximately $0.3 million for the year ended December 31, 2009.
Accounting Changes and Pronouncements
     In December 2007, the FASB issued an accounting standard that provides revised guidance on how acquirors recognize and measure the consideration transferred, identifiable assets acquired, liabilities assumed, noncontrolling interests, and goodwill acquired in a business combination. This standard also expands required disclosures surrounding the nature and financial effects of business combinations. We adopted the guidance of this accounting standard, currently included in the Business Combinations Topic of the Accounting Standards Codification (ASC) on January 1, 2009. We considered the provisions of this accounting standard with respect to the sale of the Charleston 787 business (as discussed in Note 3 – Discontinued Operations).
     FASB issued an accounting standard that requires enhanced disclosures about the plan assets of a company’s defined benefit pension and other postretirement plans. The enhanced disclosures are intended to provide users of financial statements with a greater understanding of: (1) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies; (2) the major categories of plan assets; (3) the inputs and valuation techniques used to measure the fair value of plan assets; (4) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period; and (5) significant concentrations of risk within plan assets. We adopted the provisions of this accounting standard on January 1, 2009 and provided the required enhanced disclosures for our pension plan assets in Note 14 – Pension and Other Post Retirement Benefits.
     In May 2009, the FASB issued an accounting standard that requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. For nonrecognized subsequent events that must be disclosed to keep the financial statements from being misleading, an entity is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. We adopted this accounting standard for our fiscal period ending June 28, 2009 and it has not had a material effect on our consolidated financial statements.
     In June 2009, the FASB issued an accounting standard that establishes the FASB Accounting Standards CodificationÔ (the Codification) as the source of authoritative U.S. generally accepted accounting principles (US GAAP). We adopted this accounting standard for our fiscal period ending September 27, 2009.
     Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (ASUs), which will serve to update the Codification, provide background information about the accounting guidance and provide the basis for conclusions on the changes to the Codification. GAAP is not intended to be changed as a result of the Codification, but it will change the way the accounting guidance is organized and presented. As a result, these changes have a significant impact on how we reference GAAP in our financial statements and in our accounting policies for financial statements issued for interim and annual periods ending after September 15, 2009.

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     In this annual report, the Company has begun the process of implementing the statement by removing references to FASB statement numbers in the footnotes that follow and explaining the adherence to authoritative accounting guidance in plain English, where appropriate.

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Report of Independent Registered Public Accounting Firm
The Board of Directors
Vought Aircraft Industries, Inc.
We have audited the accompanying consolidated balance sheets of Vought Aircraft Industries, Inc. and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 12 to the financial statements, the requirement, under the terms of the Company’s senior credit facility, that the Company either prepay or refinance its senior notes prior to the last business day of 2010 or repay the aggregate amount of loans outstanding under the senior credit facility at that time raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 12. The December 31, 2009 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 25, 2010 expressed an unqualified opinion thereon.
         
     
  /s/ Ernst & Young LLP    
     
Dallas, Texas
March 25, 2010

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Vought Aircraft Industries, Inc.
Consolidated Balance Sheets
(dollars in millions, except par value per share )
                 
    December 31,     December 31,  
    2009     2008  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 116.0     $ 86.7  
Restricted cash
    43.8        
Trade and other receivables
    127.9       138.5  
Inventories
    511.3       311.8  
Assets related to discontinued operations
          460.7  
Other current assets
    8.5       9.2  
 
           
Total current assets
    807.5       1,006.9  
 
               
Property, plant and equipment, net
    275.9       279.2  
Goodwill
    404.8       404.8  
Identifiable intangible assets, net
    20.4       27.2  
Other non-current assets
    1.3       9.5  
 
           
Total assets
  $ 1,509.9     $ 1,727.6  
 
           
Liabilities and stockholders’ equity (deficit)
               
Current liabilities:
               
Accounts payable, trade
  $ 140.9     $ 148.5  
Accrued and other liabilities
    68.3       57.5  
Accrued payroll and employee benefits
    46.9       48.1  
Accrued post-retirement benefits-current
    37.4       42.0  
Accrued pension-current
    3.5       0.3  
Current portion of long-term bank debt
    319.8       5.9  
Liabilities related to discontinued operations
          156.7  
Accrued contract liabilities
    74.2       141.1  
 
           
Total current liabilities
    691.0       600.1  
 
               
Long-term liabilities:
               
Accrued post-retirement benefits
    364.9       405.3  
Accrued pension
    612.2       710.7  
Long-term bank debt, net of current portion
          594.0  
Long-term bond debt
    270.0       270.0  
Other non-current liabilities
    75.3       81.6  
 
           
Total liabilities
    2,013.4       2,661.7  
 
               
Stockholders’ equity (deficit):
               
Common stock, par value $.01 per share; 50,000,000 shares authorized, 24,818,806 and 24,798,382 issued and outstanding at December 31, 2009 and 2008, respectively
    0.3       0.3  
Additional paid-in capital
    422.8       420.5  
Shares held in rabbi trust
    (1.6 )     (1.6 )
Accumulated deficit
    (173.0 )     (501.3 )
Accumulated other comprehensive loss
    (752.0 )     (852.0 )
 
           
Total stockholders’ equity (deficit)
  $ (503.5 )   $ (934.1 )
 
           
Total liabilities and stockholders’ equity (deficit)
  $ 1,509.9     $ 1,727.6  
 
           
See accompanying notes

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Vought Aircraft Industries, Inc.
Consolidated Statements of Operations
($ in millions)
                         
    Years Ended  
    December 31,  
    2009     2008     2007  
Revenue
  $ 1,877.8     $ 1,775.0     $ 1,613.1  
 
                       
Costs and expenses
                       
 
                       
Cost of sales
    1,594.8       1,492.9       1,284.8  
Selling, general and administrative expenses
    122.6       135.3       133.3  
 
                 
Total costs and expenses
    1,717.4       1,628.2       1,418.1  
 
                 
Operating income (loss)
    160.4       146.8       195.0  
 
                       
Other income (expense)
                       
Interest income
    0.7       4.4       3.6  
Other income (loss)
    1.3       48.7       (0.1 )
Equity in loss of joint venture
          (0.6 )     (4.0 )
Interest expense
    (57.0 )     (67.2 )     (62.6 )
 
                 
Income (loss) before income taxes
    105.4       132.1       131.9  
Income tax expense (benefit)
    (9.3 )     0.2       0.1  
 
                 
Income from continuing operations
    114.7       131.9       131.8  
Income (loss) from discontinued operations, net of tax
    213.6       (38.2 )     (85.5 )
 
                 
Net income
  $ 328.3     $ 93.7     $ 46.3  
 
                 
See accompanying notes

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Vought Aircraft Industries, Inc.
Consolidated Statements of Stockholders’ Equity (Deficit)
($ in millions)
                                                         
                                            Accumulated     Total  
            Additional     Rabbi Trust             Accumulated     Other     Stockholders’  
    Common     Paid-In     & CMG     Stockholders’     Income     Comprehensive     Equity  
    Stock     Capital     Escrow     Loans     (Deficit)     Income (Loss)     (Deficit)  
Balance at December 31, 2006
  $ 0.3     $ 414.8     $ (1.6 )   $ (1.0 )   $ (641.3 )   $ (464.5 )   $ (693.3 )
Net income
  $     $     $     $     $ 46.3     $     $ 46.3  
Minimum pension liability adjustment
                                  83.0       83.0  
 
                                         
Comprehensive income (loss)
                            46.3       83.0       129.3  
 
                                         
Adjustment to accumulated other comprehensive income upon adoption of ASC 715 (Pension)
                                  (90.8 )     (90.8 )
Adjustment to accumulated other comprehensive income upon adoption of ASC 715 (OPEB)
                                  (14.6 )     (14.6 )
Compensation expense from stock awards
          2.8                               2.8  
Repayment of stockholder loans
            (0.2 )             1.0                       0.8  
 
                                         
Balance at December 31, 2007
  $ 0.3     $ 417.4     $ (1.6 )   $     $ (595.0 )   $ (486.9 )   $ (665.8 )
 
                                         
Net income
  $     $     $     $     $ 93.7     $     $ 93.7  
Amortization of prior service cost
                                  (8.5 )     (8.5 )
Amortization of actuarial (gain) loss
                                  35.7       35.7  
Increase in unamortized prior service cost
                                  42.5       42.5  
Increase in unrecognized actuarial loss
                                  (434.8 )     (434.8 )
 
                                         
Comprehensive income (loss)
                            93.7       (365.1 )     (271.4 )
 
                                         
Sale of common stock
          0.1                               0.1  
Compensation expense from stock awards
          3.0                               3.0  
 
                                         
Balance at December 31, 2008
  $ 0.3     $ 420.5     $ (1.6 )   $     $ (501.3 )   $ (852.0 )   $ (934.1 )
 
                                         
Net income
  $     $     $     $     $ 328.3     $     $ 328.3  
Amortization of prior service cost
                                  (12.0 )     (12.0 )
Amortization of actuarial (gain) loss
                                  44.8       44.8  
Increase in unamortized prior service cost
                                  21.9       21.9  
Increase in unrecognized actuarial loss
                                  45.3       45.3  
 
                                         
Comprehensive income (loss)
                            328.3       100.0       428.3  
 
                                         
Compensation expense from stock awards
          2.3                               2.3  
 
                                         
Balance at December 31, 2009
  $ 0.3     $ 422.8     $ (1.6 )   $     $ (173.0 )   $ (752.0 )   $ (503.5 )
 
                                         
See accompanying notes

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Vought Aircraft Industries, Inc.
Consolidated Statements of Cash Flows
($ in millions)
                         
    December 31,  
    2009     2008     2007  
Operating activities
                       
Net income (loss)
  $ 328.3     $ 93.7     $ 46.3  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
                       
Depreciation and amortization
    68.1       66.0       63.7  
Stock compensation (income) expense
    2.5       1.1       5.2  
Equity in losses of joint venture
          0.6       4.0  
(Gain) loss from asset sales
    41.2       (49.8 )     1.9  
Changes in current assets and liabilities:
                       
Trade and other receivables
    1.0       (57.2 )     0.7  
Inventories
    (200.4 )     (81.6 )     (25.0 )
Other current assets
    (3.2 )     (2.8 )     (2.2 )
Accounts payable, trade
    (13.9 )     (1.7 )     60.3  
Accrued payroll and employee benefits
    (0.6 )     0.5       0.8  
Accrued and other liabilities
    8.8       (14.1 )     (26.9 )
Accrued contract liabilities
    (79.5 )     (29.0 )     (103.3 )
Other assets and liabilities—long-term
    (40.5 )     (80.2 )     8.7  
 
                 
Net cash provided by (used in) operating activities
    111.8       (154.5 )     34.2  
Investing activities
                       
Capital expenditures
    (42.0 )     (69.3 )     (57.4 )
Proceeds from sale of assets
          55.1       24.3  
Proceeds from sale of business
    289.2              
Investment in joint venture
                (16.5 )
 
                 
Net cash used in investing activities
    247.2       (14.2 )     (49.6 )
Financing activities
                       
Proceeds from short-term bank debt
    135.0       153.0       20.0  
Payments on short-term bank debt
    (135.0 )     (153.0 )     (20.0 )
Proceeds from long-term bank debt
    75.0       184.6        
Payments on long-term bank debt
    (360.9 )     (4.9 )     (4.0 )
Payments on capital leases
                (1.3 )
Proceeds from governmental grants
                2.1  
Changes in restricted cash
    (43.8 )            
Proceeds from sale of common stock
          0.1        
Proceeds from repayment of stockholder loans
                0.8  
 
                 
Net cash provided by (used in) financing activities
    (329.7 )     179.8       (2.4 )
Net increase (decrease) in cash and cash equivalents
    29.3       11.1       (17.8 )
Cash and cash equivalents at beginning of period
    86.7       75.6       93.4  
 
                 
Cash and cash equivalents at end of period
  $ 116.0     $ 86.7     $ 75.6  
 
                 
See accompanying notes

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Vought Aircraft Industries, Inc.
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
     Organization
     Vought Aircraft Industries, Inc. and its wholly owned subsidiaries are herein referred to as the “We,” “Our,” “Us,” “Company” or “Vought.” We are one of the world’s largest independent suppliers of commercial and military aerostructures. The majority of our products are sold to Boeing, Airbus and Gulfstream, and for military contracts, ultimately to the U.S. Government. The Corporate office is in Irving, Texas and production work is performed at sites in Hawthorne and Brea, California; Everett, Washington; Dallas and Grand Prairie, Texas; Milledgeville, Georgia; Nashville, Tennessee; and Stuart, Florida.
     We were formed when The Carlyle Group purchased us from Northrop Grumman in July 2000. Subsequently, we acquired The Aerostructures Corporation in July 2003. In addition, we formerly participated in a joint venture called Global Aeronautica, LLC with Alenia North America (“Alenia”), a subsidiary of Finmeccanica SpA. On June 10, 2008, we sold our 50% interest in Global Aeronautica to Boeing and as a result, recorded a $47.1 million gain on the sale.
     As a result of the sale of the assets and operations of our 787 business conducted at North Charleston, South Carolina on July 30, 2009 (“sale of the Charleston 787 business”), the balances and activities of the Charleston 787 business have been segregated and reported as discontinued operations for all periods presented except with respect to the Consolidated Statements of Cash Flows. For further details, see Note 3 – Discontinued Operations.
     Certain prior period amounts presented herein have been reclassified to conform to the current year presentation.
     Subsequent Events
     On March 23, 2010, we entered into a merger agreement with Triumph Group, Inc. pursuant to which we will be acquired by Triumph. It is anticipated that in connection with that transaction all of our currently outstanding material indebtedness will be repaid in full. Triumph is a public company listed on the NYSE under the ticker symbol “TGI,” and is a designer, engineer, manufacturer, repairer and over hauler of aircraft components and accessories. Subject to the terms and conditions of the Merger Agreement, Triumph will retire approximately $590 million of our outstanding indebtedness and will acquire all outstanding shares of our capital stock for $525 million in cash and approximately 7.5 million shares of Triumph common stock subject to certain adjustments. The consummation of the acquisition is subject to, among other things, approval of Triumph’s stockholders and other customary closing conditions, which may not be satisfied.
     In the event of termination of the Merger Agreement under certain circumstances, if either party breaches certain covenants under the Merger Agreement, the breaching party may be required to pay the non-breaching party a termination fee of $75 million.
     Going Concern
     Going concern is defined as an entity‘s inability to meet obligations as they become due without substantial disposition of assets outside the ordinary course of business, restructuring of debt or equity, or operational improvements.
     Under the terms of the senior credit facility, we are required to prepay or refinance any amounts outstanding of our $270.0 million Senior Notes by the last business day of 2010 or we must repay the aggregate amount of loans outstanding at that time under the senior credit facility unless a lender waives such prepayment (so long as a majority of our lenders (voting on a class basis) agree to such waiver). Because of the requirement to refinance the Senior Notes, the amounts outstanding under our senior credit facility have been classified as a current liability as of December 31, 2009.
     On March 23, 2010, we entered into a merger agreement with Triumph Group, Inc. pursuant to which we will be acquired by Triumph. It is anticipated that in connection with that transaction all of our currently outstanding material indebtedness will be repaid in full. The consummation of the acquisition is subject to, among other things, approval of Triumph’s stockholders and other customary closing conditions, which may not be satisfied. In the event that the anticipated acquisition is not completed and such indebtedness remains outstanding, we plan to refinance our senior credit facility or the Senior Notes prior to the last business day of 2010. There are no assurances that we will be able to refinance on commercially reasonable terms or at all. This creates an uncertainty about our ability to continue as a going concern. Notwithstanding this, the consolidated financial statements and related notes have been prepared assuming that we will continue as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Accounting Estimates
     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and, in particular, estimates of contract costs and revenues used in the earnings recognition process. We have recorded all estimated contract losses. To enhance reliability in our estimates, we employ an estimating process that is reviewed and updated on a quarterly basis. However, actual results could differ from those estimates.

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     Revenue and Profit Recognition
     The majority of our sales are made pursuant to written contractual arrangements or ‘‘contracts” to design, develop and manufacture aerostructures to the specifications of the customer under firm fixed price contracts. These contracts are within the scope of the Revenue - Construction-Type and Production-Type Contracts topic of the ASC and revenue and costs on contracts are recognized using percentage-of-completion methods of accounting. Accounting for the revenue and profit on a contract requires estimates of (1) the contract value or total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s scope of work and (3) the measurement of progress towards completion. Depending on the contract, we measure progress toward completion using either the cost-to-cost method or the units-of-delivery method.
    Under the cost-to-cost method, progress toward completion is measured as the ratio of total costs incurred to our estimate of total costs at completion. We recognize costs as incurred. Profit is determined based on our estimated profit margin on the contract multiplied by our progress toward completion. Revenue represents the sum of our costs and profit on the contract for the period.
    Under the units-of-delivery method, revenue on a contract is recorded as the units are delivered and accepted during the period at an amount equal to the contractual selling price of those units. The costs recorded on a contract under the units-of-delivery method are equal to the total costs at completion divided by the total units to be delivered. As our contracts can span multiple years, we often segment the contracts into production lots for the purposes of accumulating and allocating cost. Profit is recognized as the difference between revenue for the units delivered and the estimated costs for the units delivered.
     Adjustments to original estimates for a contract’s revenues, estimated costs at completion and estimated total profit are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur. These estimates are also sensitive to the assumed rate of production. Generally, the longer it takes to complete the contract quantity, the more relative overhead that contract will absorb. The impact of revisions in cost estimates is recognized on a cumulative catch-up basis in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period in which they become evident (‘‘forward losses”) and are first offset against costs that are included in inventory, with any remaining amount reflected in accrued contract liabilities in accordance with the Construction and Production-Type Contracts topic. Revisions in contract estimates, if significant, can materially affect our results of operations and cash flows, as well as our valuation of inventory. Furthermore, certain contracts are combined or segmented for revenue recognition in accordance with the Construction and Production-Type Contracts topic.
     Amounts representing contract change orders or claims are only included in revenue when such change orders or claims have been settled with our customer and to the extent that units have been delivered. Additionally, some contracts may contain provisions for revenue sharing, price re-determination, requests for equitable adjustments, change orders or cost and/or performance incentives. Such amounts or incentives are included in contract value when the amounts can be reliably estimated and their realization is reasonably assured.
     Although fixed-price contracts, which extend several years into the future, generally permit us to keep unexpected profits if costs are less than projected, we also bear the risk that increased or unexpected costs may reduce our profit or cause the Company to sustain losses on the contract. In a fixed-price contract, we must fully absorb cost overruns, not withstanding the difficulty of estimating all of the costs we will incur in performing these contracts and in projecting the ultimate level of revenue that may otherwise be achieved. Our failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately or control costs during performance of a fixed price contract may reduce the profitability of a fixed price contract or cause a loss. We believe we have recorded adequate provisions in the financial statements for losses on fixed-price contracts, but we cannot be certain that the contract loss provisions will be adequate to cover all actual future losses.
     As mentioned above, the vast majority of our revenue is related to the sale of manufactured end item products and spare parts. Any revenue related to the provision of services is accounted for separately and is not material to our results of operations.

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     Cash and Cash Equivalents
     We consider cash on hand, deposits with banks, and other short-term marketable securities with original maturities of three months or less as cash and cash equivalents.
     Restricted Cash
     Some of our Letter of Credit agreements contain requirements for cash collateral and as of December 31, 2009, the cash restricted as collateral for outstanding letters of credit was $43.8 million.
     Trade and Other Receivables
     Trade and other receivables includes amounts billed and currently due from customers, amounts currently due but unbilled, certain estimated contract changes and amounts retained by the customer pending contract completion. Unbilled amounts are usually billed and collected within one year. We continuously monitor collections and payments from our customers. Based upon historical experience and any specific customer collection issues that have been identified, we record a provision for estimated credit losses, as deemed appropriate.
     Inventories
     Inventoried costs primarily relate to work in process under fixed-price contracts. They represent accumulated contract costs less the portion of such costs allocated to delivered items. Accumulated contract costs include direct production costs, manufacturing and engineering overhead, production tooling costs, and certain general and administrative expenses. For presentation purposes, all selling, general and administrative costs are shown in a separate line item in the accompanying statements of operations.
     Property, Plant and Equipment
     Additions to property, plant and equipment are recorded at cost. Depreciation is calculated principally on the straight-line method over the estimated useful lives of the assets. Repairs and maintenance, which are not considered betterments and do not extend the useful life of property and equipment, are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in income.
     Principles of Consolidation
     The consolidated financial statements include Vought Aircraft Industries, Inc. and its wholly owned subsidiaries, as well as our proportionate share of our investment in Global Aeronautica LLC (“Global”). On June 10, 2008, we sold our entire equity interest in Global Aeronautica to Boeing and as a result, our consolidated financial statements were no longer impacted by Global Aeronautica. Additionally, all significant inter-company accounts and transactions have been eliminated.
     Joint Venture
     We previously accounted for our investment in Global under the equity method of accounting. On June 10, 2008, we sold our entire equity interest in Global Aeronautica to Boeing and as a result, recorded a $47.1 million gain on the sale. As of December 31, 2008 and 2009, we did not have an investment balance.
     Impairment of Long Lived Assets, Identifiable Intangible Assets and Goodwill
     We record impairment losses on long-lived assets, including identifiable intangible assets, when events and circumstances indicate that the assets are impaired and the undiscounted projected cash flows associated with those assets are less than the carrying amounts of those assets. In those situations where the undiscounted projected cash flows are less than the carrying amounts of those assets, impairment loss on a long-lived asset is measured based on the excess of the carrying amount of the asset over the asset’s fair value, generally determined based upon discounted projected cash flows. For assets held for sale, impairment losses are recognized based upon the excess of carrying value over the estimated fair value of the assets, less estimated selling costs.
     Goodwill is tested for impairment, at least annually, in accordance with the provisions of the Intangibles – Goodwill and Other topic of the ASC. Under this topic, the first step of the goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying value. We have concluded that the Company is a single reporting unit. Accordingly, all assets and liabilities are used to determine our carrying value.

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     For this testing we use an independent valuation firm to assist in the estimation of enterprise fair value using standard valuation techniques such as discounted cash flow, market multiples and comparable transactions. The discounted cash flow fair value estimates are based on management’s projected future cash flows and the estimated weighted average cost of capital. The estimated weighted average cost of capital is based on the risk-free interest rate and other factors such as equity risk premiums and the ratio of total debt and equity capital.
     We must make assumptions regarding estimated future cash flows and other factors used by the independent valuation firm to determine the fair value. If these estimates or the related assumptions change, we may be required to record non-cash impairment charges for goodwill in the future.
     Advance Payments and Progress Payments
     Advance payments and progress payments received on contracts-in-process are first offset against related contract costs that are included in inventory, with any remaining amount reflected in current liabilities under the Accrued contract liabilities caption. As of December 31, 2009 and 2008, the balance in accrued contract liabilities consisted of the following:
                 
    December 31,     December 31,  
    2009     2008  
    (in millions)  
Advances and progress billings
  $ 59.4     $ 126.8  
Forward loss
    1.7       6.4  
Other
    13.1       7.9  
 
           
Total accrued contract liabilities
  $ 74.2     $ 141.1  
 
           
     Stock-Based Compensation
     We account for stock-based compensation in accordance with the Compensation-Stock Compensation topic of the ASC. Under the modified prospective-transition method, we record compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the original grant date fair value. We record compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of the Compensation-Stock Compensation topic of the ASC.
     Options granted prior to 2006 continue to be amortized using a graded method.
     Determining the appropriate fair value model and calculating the fair value of stock-based payment awards require the input of highly subjective assumptions, including the expected life of the stock-based payment awards and stock price volatility. We use the Black-Scholes option-pricing model to value compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. See Note 17 to the Consolidated Financial Statements for a further discussion on stock-based compensation.
     Debt Origination Costs and Discount on Long-Term Debt
     Debt origination costs are amortized using the effective interest rate method. Debt origination costs consisted of the following as of December 31:
                 
    2009     2008  
    ($ in millions)  
Debt origination cost
  $ 27.9     $ 27.9  
Accumulated Amortization
    (22.8 )     (15.5 )
 
           
Debt origination cost, net
  $ 5.1     $ 12.4  
 
           
 
               
Other current assets
    4.2       4.5  
Other non-current assets
    0.9       7.9  

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     During the fiscal year ended December 31, 2009, we accelerated the expense of $3.4 million of debt origination costs as a result of the pay down of $355.0 million of term loans outstanding.
     During the fiscal year ended December 31, 2008, we borrowed an additional $200.0 million of term loans pursuant to our existing senior credit facilities. We paid $5.4 million of debt origination costs in association with that borrowing and incurred a $10.0 million original issue discount. The discount is classified as a contra-liability under the Long-term bank debt net of current portion caption on our consolidated balance sheet and is amortized using the effective interest rate method. As of December 31, 2009 and 2008, the balance of the discount was $2.4 million and $8.2 million, respectively. During the fiscal year ended December 31, 2009, we accelerated the expense of $3.7 million of original issue discount as a result of the pay down of $355.0 million of term loans outstanding.
     Warranty Reserves
     A reserve has been established to provide for the estimated future cost of warranties on our delivered products. Management periodically reviews the reserves and adjustments are made accordingly. A provision for warranty on products delivered is made on the basis of our historical experience and identified warranty issues. Warranties cover such factors as non-conformance to specifications and defects in material and workmanship. The majority of our agreements include a three-year warranty, although certain programs have warranties up to 20 years.
     During the fiscal year ended December 31, 2008, we increased our provisions for warranty by $9.5 million. $8.2 million of that increase was attributable to a specific warranty issue identified during 2008. The following is a rollforward of amounts accrued for warranty reserves and amounts are included in accrued and other liabilities and other non-current liabilities:
                 
    2009     2008  
    ($ in millions)  
Beginning Balance
  $ 16.1     $ 7.2  
Warranty costs incurred
    (1.5 )     (0.6 )
Provisions for warranties
    (1.2 )     9.5  
 
           
Ending Balance
  $ 13.4     $ 16.1  
 
           
 
               
Consolidated Balance Sheet classification
               
Accrued and other liabilities
    4.5       0.5  
Other non-current liabilities
    8.9       15.6  
     Income Taxes
     Income taxes are accounted for using the liability method in accordance with the Income Taxes topic of the ASC. Deferred income taxes are determined based upon the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Due to the uncertain nature of the ultimate realization of the deferred tax assets, we have established a valuation allowance against these future benefits and will recognize benefits only as reassessment demonstrates they are more likely than not to be realized.
     The Income Taxes topic of the ASC requires use of a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We adjust the recorded amount of our deferred tax assets and liabilities for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made.
     Recent Accounting Pronouncements
     In December 2007, the FASB issued an accounting standard that provides revised guidance on how acquirors recognize and measure the consideration transferred, identifiable assets acquired, liabilities assumed, noncontrolling interests, and goodwill acquired in a business combination. This standard also expands required disclosures surrounding the nature and financial effects of business combinations. We adopted the guidance of this accounting standard, currently included in the Business Combinations Topic of the Accounting Standards Codification (ASC) on January 1, 2009. We considered the provisions of this accounting standard with respect to the sale of the Charleston 787 business (as discussed in Note 3 — Discontinued Operations).

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     FASB issued an accounting standard that requires enhanced disclosures about the plan assets of a company’s defined benefit pension and other postretirement plans. The enhanced disclosures are intended to provide users of financial statements with a greater understanding of: (1) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies; (2) the major categories of plan assets; (3) the inputs and valuation techniques used to measure the fair value of plan assets; (4) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period; and (5) significant concentrations of risk within plan assets. We adopted the provisions of this accounting standard on January 1, 2009 and provided the required enhanced disclosures for our pension plan assets in Note 14 — Pension and Other Post Retirement Benefits.
     In May 2009, the FASB issued an accounting standard that requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. For nonrecognized subsequent events that must be disclosed to keep the financial statements from being misleading, an entity is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. We adopted this accounting standard for our fiscal period ending June 28, 2009 and it has not had a material effect on our consolidated financial statements.
     In June 2009, the FASB issued an accounting standard that establishes the FASB Accounting Standards CodificationÔ (the Codification) as the source of authoritative U.S. generally accepted accounting principles (US GAAP). We adopted this accounting standard for our fiscal period ending September 27, 2009.
     Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (ASUs), which will serve to update the Codification, provide background information about the accounting guidance and provide the basis for conclusions on the changes to the Codification. GAAP is not intended to be changed as a result of the Codification, but it will change the way the accounting guidance is organized and presented. As a result, these changes have a significant impact on how we reference GAAP in our financial statements and in our accounting policies for financial statements issued for interim and annual periods ending after September 15, 2009.
     In this annual report, the Company has begun the process of implementing the statement by removing references to FASB statement numbers in the footnotes that follow and explaining the adherence to authoritative accounting guidance in plain English, where appropriate.
     3. DISCONTINUED OPERATIONS
     On July 30, 2009, we sold the assets and operations of our 787 business conducted at North Charleston, South Carolina to a wholly owned subsidiary of The Boeing Company. Concurrent with the closing of the transaction, we entered into an agreement terminating and resolving rights and obligations under the existing 787 supply agreement. Going forward, under a newly negotiated contract, we will manufacture certain components for the 787 program as well as provide engineering services to Boeing pursuant to an engineering services agreement. We also will provide certain transition services to Boeing pursuant to a transition services agreement. The transition services provided to Boeing are temporary and non-production related and thus not deemed direct cash flows of the Charleston 787 business. The transition services are included as a component of continuing operations and are expected to be completed in the next 9-15 months.

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     We received total cash proceeds of approximately $590 million as consideration for the transaction, of which approximately $9.3 million was used to pay costs associated with the transaction. The cash proceeds were allocated based on the estimated relative fair value of each component of the transaction. As a result of that allocation, we have recorded a $38.3 million loss on the sale of the Charleston 787 business and revenue of $291.4 million related to the settlement of contractual matters incurred in the ordinary course of business as income from discontinued operations in the year ended December 31, 2009. The following table represents the assets of the Charleston 787 business as of July 30, 2009 and December 31, 2008. The balances as of December 31, 2008 have been reclassified to the assets related to discontinued operations and liabilities related to discontinued operations captions in our December 31, 2008 Consolidated Balance Sheet.
                 
    July 30,     December 31,  
    2009     2008  
    ($ in millions)  
Trade and other receivables
  $ 9.7     $ 0.1  
Inventories
    133.5       132.6  
Property, plant and equipment, net
    197.5       205.1  
Goodwill (allocated)
    122.9       122.9  
 
           
 
  $ 463.6     $ 460.7  
 
           
 
               
Accounts payable
    22.2       28.5  
Accrued and other liabilities
    5.8       6.2  
Accrued payroll and employee benefits
    1.2       0.6  
Accrued contract liabilities
    47.7       60.3  
Other non-current liabilities
    59.2       61.1  
 
           
 
  $ 136.1     $ 156.7  
 
           
     We also reclassified the results of operations related to our Charleston 787 Business to the income (loss) from discontinued operations, net of tax caption in our Consolidated Statements of Operations for all periods presented. The following table summarizes the components of income (loss) from discontinued operations, net of tax:
                         
    Years Ended  
    December 31,  
    2009     2008     2007  
    ($ in millions)  
Revenue
  $ 316.2     $ 21.6     $ 12.4  
Operating income
    269.0       (38.2 )     (85.5 )
Loss on sale of 787 business
    (38.3 )            
Income tax expense
    (17.1 )            
 
                 
Income (loss) from discontinued operations, net of tax
  $ 213.6     $ (38.2 )   $ (85.5 )
 
                 

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4. TRADE AND OTHER RECEIVABLES
     Trade and other receivables consisted of the following at December 31:
                 
    2009     2008  
    (in millions)  
Due from customers, long-term contracts:
               
Billed
  $ 78.8     $ 83.3  
Unbilled
    38.1       53.4  
 
           
Total due, long-term contracts
    116.9       136.7  
 
           
Trade and other accounts receivable:
               
Billed
          1.5  
Other Receivables
    11.0       0.3  
 
           
Total trade and other receivables
  $ 127.9     $ 138.5  
 
           
     We have determined that an allowance for doubtful accounts was unwarranted as of December 31, 2009 and 2008 due to our historical collection experience. The amounts of trade and other receivables write-offs have been minimal in the past. This is primarily due to the nature of our sales to a limited number of customers and to the credit strength of our customer base (Boeing, Airbus, Gulfstream, Lockheed Martin, Sikorsky, USAF etc.).
5. INVENTORIES
     As discussed in Note 2 “Inventories,” we include in inventory, all direct production costs, manufacturing and engineering overhead, production tooling costs, and certain general and administrative expenses. At December 31, 2009 and 2008, general and administrative expenses included in inventories were approximately $25.8 million and $17.8 million, respectively.
     Inventories consisted of the following at December 31:
                 
    2009     2008  
    (in millions)  
Production costs of contracts in process
  $ 659.1     $ 553.2  
Finished goods
    3.1       2.9  
Less: unliquidated progress payments
    (150.9 )     (244.3 )
 
           
Total inventories
  $ 511.3     $ 311.8  
 
           
     The increase in our inventory balance from December 31, 2008 to December 31, 2009 primarily relates to our investment to support the ramp-up of 747-8 production.
     During the fiscal year ended December 31, 2008, we released purchase accounting reserves of $22.6 million for the Boeing 747 program to reflect the scheduled completion of the deliveries for the 747-400 model. They were released from inventory and accrued contract liabilities to income through the Cost of Sales caption in our Consolidated Statement of Operations, increasing our reported income for the period. Additionally, we accelerated the useful life of an intangible asset associated with the 747 program for the same reason. Refer to Note 7 — Goodwill and Intangible Assets for disclosure of the impact of the change in useful life.
     During the fiscal year ended December 31, 2008, we corrected for approximately $5.0 million of costs which had been inappropriately included in our December 31, 2007 inventory balance related to commercial programs. This resulted in an additional $5.0 million recorded to cost of sales during the fiscal year ended December 31, 2008.
     According to the provisions of U.S. Government contracts, the customer has title to, or a security interest in, substantially all inventories related to such contracts. The total net inventory on government contracts was $65.2 million and $62.4 million at December 31, 2009 and 2008, respectively.

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6. PROPERTY, PLANT AND EQUIPMENT
     Major categories of property, plant and equipment, including their depreciable lives, consisted of the following at December 31:
                     
    2009     2008     Lives
    ($ in millions)      
Land and land improvements
  $ 10.0     $ 10.0     0 to 12 years
Buildings
    60.8       73.7     12 to 39 years
Machinery and other equipment
    521.8       488.7     4 to 18 years
Capitalized software
    48.0       48.2     3 years
Leasehold improvements
    50.5       38.7     7 years or life of lease
Assets under construction
    40.0       57.2     N/A
Less: accumulated depreciation and amortization
    (455.2 )     (437.3 )    
 
               
Net property, plant and equipment
  $ 275.9     $ 279.2      
 
               
     During the fiscal year ended December 31, 2009, we capitalized approximately $5.6 million of interest costs related to our assets-under-construction balance that were expensed in fiscal periods prior to 2009 in error. We also recorded a corresponding $1.9 million adjustment to increase depreciation expense, which was recorded to cost of sales during the fiscal year ended December 31, 2009. The total impact on net income from these adjustments was approximately $3.7 million. The capitalization also increased our fixed assets, net balance by $3.7 million. Additionally, during the year ended December 31, 2009, we have capitalized interest costs of $1.5 million related to our current assets-under-construction balance.
     During the fiscal year ended December 31, 2008, we determined that certain contractual obligations related to the portion of the Hawthorne facility, which we have vacated, were completed and we recognized $44.0 million of the deferred income balance. We also wrote off the related fixed assets for this facility of $42.4 million resulting in a $1.6 million gain that is recorded in our Consolidated Statement of Operations.
7. GOODWILL AND INTANGIBLE ASSETS
     Goodwill is tested for impairment, at least annually, in accordance with the provisions of the Intangibles — Goodwill and Other topic of the ASC. Under this topic, the first step of the goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying value. We have concluded that the Company is a single reporting unit. Accordingly, all assets and liabilities are used to determine our carrying value.
     For this testing we use an independent valuation firm to assist in the estimation of enterprise fair value using standard valuation techniques such as discounted cash flow, market multiples and comparable transactions. The discounted cash flow fair value estimates are based on management’s projected future cash flows and the estimated weighted average cost of capital. The estimated weighted average cost of capital is based on a risk-free interest rate and other factors such as equity risk premiums and our ratio of total debt and equity capital.
     We must make assumptions regarding estimated future cash flows and other factors used by the independent valuation firm to determine the fair value. If these estimates or the related assumptions change, we may be required to record non-cash impairment charges for goodwill in the future.
     A low and high valuation range was calculated using each of the three aforementioned methodologies. In addition, the overall average value was calculated for the low and high ranges from all three valuation methods. This mean of the average low and high ranges of the fair value was used as the enterprise fair value for our testing and was compared to the carrying value of the Company represented by the net book value pursuant to the requirements of the Goodwill and Other topic of the ASC. The three methodologies were all evenly weighted in this calculation since the Company relied on them all equally. The enterprise fair value was greater than the carrying value of the Company and no impairment of goodwill or intangible assets was recognized in 2009, 2008 or 2007. We note that the results of any of the three of the valuation methodologies considered separately would have resulted in the same conclusion, that no impairment was necessary.

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     Additionally, in connection with the sale of the Charleston 787 business on July 30, 2009 (discussed in Note 3 — Discontinued Operations), a portion of our goodwill balance was allocated to that business based on the relative fair value of its assets compared to the total value of the consolidated company. Subsequently, we performed an interim impairment test of our remaining Goodwill balance and determined the balance was not impaired. The following table represents a summary of the change in the Goodwill balance as a result of the aforementioned allocation:
         
    (in millions)  
Goodwill prior to allocation
  $ 527.7  
Allocation to 787 business
    122.9  
 
     
Goodwill after allocation
  $ 404.8  
 
     
     Identifiable intangible assets primarily consist of profitable programs and contracts acquired and are amortized over periods ranging from 7 to 15 years, computed primarily on a straight-line method. The value assigned to programs and contracts was based on a fair value method using projected discounted future cash flows. On a regular basis, we review the programs for which intangible assets exist to determine if any events or circumstances have occurred that might indicate impairment has occurred. This review consists of analyzing the profitability and expected future performance of these programs and looking for significant changes that might be indicative of impairment.
     If this process were to indicate potential impairment, then undiscounted projected cash flows would be compared to the carrying value of the asset(s) in question to determine if impairment had in fact occurred. If this proved to be the case, the assets would be written down to equal the value of the discounted future cash flows.
     The following table provides a rollforward of our goodwill and intangible assets from December 31, 2008 to December 31, 2009:
                         
    2008     Additions     2009  
    (in millions)  
Contracts and programs
  $ 137.3     $     $ 137.3  
Accumulated amortization
    (110.1 )     (6.8 )     (116.9 )
 
                 
Total identifiable intangible assets
  $ 27.2     $ (6.8 )   $ 20.4  
 
                 
 
                       
 
                 
Goodwill
  $ 404.8     $     $ 404.8  
 
                 
     During the fiscal year ended December 31, 2008, we made a change to the estimated useful life of an intangible asset associated with our 747 program to reflect a change in the estimated period during which the remaining deliveries of the 747-400 model would be made. This change in estimate resulted in an additional $1.2 million recorded to selling, general and administrative expenses. Including this change, scheduled remaining amortization of identifiable intangible assets is as follows:
         
    ($ in millions)  
2010
  $ 4.8  
2011
    2.1  
2012
    2.1  
2013
    2.1  
2014
    2.1  
Thereafter
    7.2  
 
     
 
  $ 20.4  
 
     
8. INVESTMENT IN JOINT VENTURE
     In April 2005, Vought Aircraft Industries entered into a joint venture agreement with Alenia North America (“Alenia”), a subsidiary of Finmeccanica SpA to form a Limited Liability Company called Global Aeronautica, LLC. Vought and Alenia had a 50% stake in the joint venture. Global Aeronautica, LLC integrates major components of the fuselage and performs related testing activities for the Boeing 787 Program.

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     On June 10, 2008, we sold our entire equity interest in Global Aeronautica to Boeing for $55 million in cash and as a result, recorded a $47.1 million gain on the sale during the fiscal year ended December 31, 2008. This gain is reflected in other income (loss) in our Consolidated Statement of Operations. Our results of operations after 2008 are not impacted by this joint venture.
     The following table includes the activity in our investment in joint venture account balance for the periods ended December 31:
                 
    2008     2007  
    ($ in millions)  
Beginning balance
  $ 8.4     $ (4.1 )
Equity contributions
          16.5  
Distributions
           
Earnings (losses)
    (0.6 )     (4.0 )
Disposal upon sale
    (7.8 )      
 
           
Ending balance
  $     $ 8.4  
 
           
     The following table includes summary financial information for the investment in joint venture as of the period ended December 31:
                 
    2008     2007  
    ($ in millions)  
Current assets
  $     $ 68.8  
Current liabilities
          (15.6 )
 
           
Working capital
  $     $ 53.2  
 
           
 
               
Noncurrent assets
  $     $ 106.0  
Noncurrent liabilities
          142.3  
 
               
Revenues (1)
  $ 5.1     $ 10.6  
Gross profit (1)
    1.3       6.5  
 
Income (loss) from continuing operations (1)
  $ (1.1 )   $ (7.9 )
 
(1)   The 2008 amounts reflected represent our portion of the revenue, gross profit and net loss from Global Aeronautica prior to the sale of our equity interest on June 10, 2008.
     We had a $1.5 million and $1.3 million receivable balance from Global Aeronautica as of December 31, 2008 and 2007, respectively. As of December 31, 2009, we did not have a receivable balance from Global Aeronautica.
9. ACCRUED AND OTHER LIABILITIES
     Accrued and other liabilities consisted of the following at December 31:
                 
    2009     2008  
    ($ in millions)  
Workers compensation
  $ 8.6     $ 10.5  
Group medical insurance
    7.6       9.0  
Property taxes
    3.8       4.7  
Accrued rent in-kind
    7.3       6.8  
Interest
    10.0       10.0  
Other
    31.0       16.5  
 
           
Total accrued and other liabilities
  $ 68.3     $ 57.5  
 
           

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10. OPERATING AND CAPITAL LEASES
     We lease various plants and facilities, office space, and vehicles, under non-cancelable operating and capital leases with an initial term in excess of one year. The largest operating lease is for the Dallas, Texas facility. The Navy owns the 4.9 million square foot facility. In July 2000, we signed a five-year assignment and transfer of rights and duties lease which has since been extended twice with one year amendments with the Navy which allows us to retain the use of the facility with payment terms of $8.0 million per year in the form of rent-in-kind capital maintenance. On October 24, 2007, we signed a new three-year lease with the Navy which allows us to retain the use of the facility with payment terms of $8.0 million per year in the form of Long-Term Capital Maintenance Projects valued at $6.0 million per year and cash rent in the amount of $2.0 million annually.
     As of December 31, 2009, the future minimum payments required under all operating leases are summarized as follows:
         
    Operating  
    Leases  
    ($ in millions)  
2010
  $ 21.7  
2011
    13.7  
2012
    9.3  
2013
    4.9  
2014
    4.0  
Thereafter
    3.5  
 
     
Total
    57.1  
Less: sublease income
    0.3  
 
     
Total
  $ 56.8  
 
     
     Rental expense was approximately $28.3 million net of sublease income of $0.2 million in 2009, $26.8 million net of sublease income of $0.2 million in 2008 and $25.9 million, net of sublease income of $0.2 million in 2007.
     As of December 31, 2009, we do not have any significant capital lease obligations.
     During 2007, we entered into a sale and leaseback transaction for equipment at our Nashville facility. The sales price for the transaction was $15.9 million. We have no future financial commitments or obligations other than the future lease payments under the lease agreement. The lease expires on May 31, 2012. As of December 31, 2009, the minimum payments for the next five years for this lease are as follows:
         
    Sale and  
    Leaseback  
    Payments  
    ($ in millions)  
2010
  $ 3.4  
2011
    3.4  
2012
    1.4  
 
     
Total
  $ 8.2  
 
     

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11. OTHER NON-CURRENT LIABILITIES
     Other non-current liabilities consisted of the following at December 31:
                 
    2009     2008  
    (in millions)  
Deferred income from the sale of Hawthorne facility (a)
  $ 12.6     $ 11.6  
State of Texas grant monies (b)
    34.1       35.0  
Deferred worker’s compensation
    16.5       14.9  
Accrued warranties
    8.9       15.6  
Other
    3.2       4.5  
 
           
Total other non-current liabilities
  $ 75.3     $ 81.6  
 
           
 
(a)   In July 2005, we sold our Hawthorne facility and concurrently signed an agreement to lease back a certain portion of the facility from July 2005 to December 2010, with two additional five-year renewal options. Due to certain contractual obligations, which required our continuing involvement in the facility, this transaction was initially recorded as a financing transaction and not as a sale. The cash received in July 2005 of $52.6 million was recorded as a deferred liability on our balance sheet in other non-current liabilities.
 
    During the fiscal year ended December 31, 2008, we increased the deferred liability balance for a $3.0 million refund from escrow. Additionally, we determined that certain contractual obligations related to the portion of the facility, which we have vacated, were completed and we recognized $44.0 million of the deferred income balance. We also wrote off the related fixed assets for this facility resulting in a $1.6 million gain that is recorded in our Consolidated Statement of Operations. The $12.6 million liability balance relating to the portion of the Hawthorne facility that we continue to lease will remain on our balance sheet until the related contractual obligations are fulfilled or the obligations expire.
 
(b)   We reclassified $0.9 million related to the Texas grant to the Accrued and Other Liabilities caption in our Consolidated Balance Sheet due to a repayment of grant funds in 2010 based on the agreement.
12. DEBT
     Borrowings under long-term arrangements consisted of the following at December 31:
                 
    2009     2008  
    (in millions)  
Term loans
  $ 236.6     $ 409.0  
Incremental facility (a)
    83.2       190.9  
Senior notes
    270.0       270.0  
 
           
Total bank and bond debt
  $ 589.8     $ 869.9  
 
           
 
(a)   This balance is presented net of $2.4 million and $8.2 million of unamortized original issue discount as of December 31, 2009 and 2008, respectively.
     On July 2, 2003, we issued $270.0 million of 8% Senior Notes due 2011 (“Senior Notes”) with interest payable on January 15 and July 15 of each year, beginning January 15, 2004. We may redeem the notes in full or in part by paying premiums specified in the indenture governing our outstanding Senior Notes. The notes are senior unsecured obligations guaranteed by all of our existing and future domestic subsidiaries. The fair value of our Senior Notes was approximately $269.7 million and $183.6 million as of December 31, 2009 and 2008, respectively, based on quoted market prices.

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     We entered into a $650.0 million senior credit facility (“Credit Facility”) pursuant to a credit agreement dated December 22, 2004 (“Credit Agreement”). Upon issuance, the Credit Facility was comprised of a $150.0 million six year revolving loan (“Revolver”), a $75.0 million synthetic letter of credit facility and a $425.0 million seven year term loan B. Initially, the seven year term loan B amortized at $1.0 million per quarter with a final payment at the maturity date of December 22, 2011. The Credit Facility is guaranteed by each of our domestic subsidiaries and secured by a first priority security interest in most of our assets. We are obligated to pay an annual commitment fee on the unused Revolver of 0.5% or less dependent upon the leverage ratio. The interest rate on the Term Loan at December 31, 2009 was 7.5%, while the interest rate paid on the Letter of Credit is fixed at 2.6%. As of December 31, 2009 and 2008, we believe the carrying value of the outstanding debt under the senior credit facility approximates the fair value of the outstanding debt.
     On May 6, 2008, we borrowed an additional $200.0 million of term loans pursuant to our existing senior credit facilities (the “Incremental Facility”). We received net proceeds of approximately $184.6 million from the Incremental Facility net of a $10.0 million original issue discount and $5.4 million of debt origination costs, to be used for general corporate purposes. The interest rates per annum applicable to the Incremental Facility were, at our option, the ABR or Eurodollar Base Rate plus, in each case, an applicable margin equal to 3.00% for ABR loans and 4.00% for Eurodollar Base Rate loans, subject to a Eurodollar Base Rate floor of 3.50%. During the fiscal year ended December 31, 2009, we paid down $355.0 million of outstanding term loans including a portion of the Incremental Facility. Additionally, we expensed $2.0 million of debt issuance costs and $3.7 million of original issue discount related to the pay down of the Incremental Facility. Our effective interest rates on the Incremental Facility for the years ended December 31, 2009 and 2008 were 15.2% and 10.3%, respectively. However, excluding the impact of $5.7 million of debt issuance costs and original issue discount, the effective interest rates were 10.9% and 10.3% for the years ended December 31, 2009 and 2008, respectively.
     Except for amortization and interest rate, the terms of the Incremental Facility, upon issuance, including mandatory prepayments, representations and warranties, covenants and events of default, were the same as those applicable to the existing term loans under our senior credit facilities and all references to our senior credit facilities included the Incremental Facility. The term loans under the Incremental Facility were initially repayable in equal quarterly installments of $470,000, with the balance due on December 22, 2011.
     On January 31, 2009, under the terms of our credit agreement, we exercised our option to convert $25.0 million of the synthetic letter of credit facility to a term loan. The $25.0 million term loan is subject to the same terms and conditions as the outstanding term loans made as of December 2004. As a result, our limit under the synthetic letter of credit facility was reduced to $50.0 million.
     On July 30, 2009 we entered into an Amendment to our Credit Agreement (“Amendment”) which modified the Credit Agreement to allow the sale of the Charleston 787 business (discussed in Note 3 — Discontinued Operations) and provided for use of cash proceeds from the transaction to (i) pay down $355.0 million of term loans outstanding and (ii) repay outstanding amounts on our revolver of $135.0 million and to permanently reduce revolving commitments under the Credit Agreement to $100.0 million. The Amendment converted the synthetic letter of credit facility under the Credit Agreement into additional term loan of $50.0 million, a portion of which is used as cash collateral for letters of credit previously issued under the synthetic letter of credit facility. This term loan is repayable on December 22, 2010. As of December 31, 2009, the cash restricted as collateral for outstanding letters of credit was $43.8 million. The Amendment increased the interest rate on all loans to London Interbank Offering Rate (LIBOR) plus a margin of 4.00%, with a minimum LIBOR floor of 3.50%.
     Under the terms of the senior credit facility, we are required to prepay or refinance any amounts outstanding of our $270.0 million Senior Notes by the last business day of 2010 or we must repay the aggregate amount of loans outstanding at that time under the senior credit facility unless a lender waives such prepayment (so long as a majority of our lenders (voting on a class basis) agree to such waiver). Because of the requirement to refinance the Senior Notes, the amounts outstanding under our senior credit facility have been classified as a current liability as of December 31, 2009.
     On March 23, 2010, we entered into a merger agreement with Triumph Group, Inc. pursuant to which we will be acquired by Triumph. It is anticipated that in connection with that transaction all of our currently outstanding material indebtedness will be repaid in full. The consummation of the acquisition is subject to, among other things, approval of Triumph’s stockholders and other customary closing conditions, which may not be satisfied. In the event that the anticipated acquisition is not completed and such indebtedness remains outstanding, we plan to refinance our senior credit facility or the Senior Notes prior to the last business day of 2010. There are no assurances that we will be able to refinance on commercially reasonable terms or at all. This creates an uncertainty about our ability to continue as a going concern. Notwithstanding this, the consolidated financial statements and related notes have been prepared assuming that we will continue as a going concern.

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     We collateralized all of our credit facility obligations by granting to the collateral agent, for the benefit of collateralized parties, a first priority lien on certain of our assets, including a pledge of all of the capital stock of each of our domestic subsidiaries and 65% of all of the capital stock of each of our foreign subsidiaries, if created in future years. In August 2009, Barclay’s Bank PLC replaced Lehman Commercial Paper, Inc. as the administrative and collateral agent under our existing senior credit facilities.
     The Credit Facility requires us to maintain and report quarterly debt covenant ratios defined in the senior credit agreement, including financial covenants relating to interest coverage ratio, leverage ratio and maximum consolidated capital expenditures. As of December 31, 2009, we were in compliance with the covenants in the indenture governing our notes and senior credit facilities.
     The components of Interest expense were as follows for the fiscal years ended December 31:
                         
    2009     2008     2007  
    (in millions)  
Interest incurred
  $ 51.0     $ 61.4     $ 59.5  
Capitalized interest (a)
    (7.1 )            
Debt origination costs and debt discount
    13.1       5.8       3.1  
 
                 
Interest expense
  $ 57.0     $ 67.2     $ 62.6  
 
                 
 
(a)   During the fiscal year ended December 31, 2009, we capitalized approximately $5.6 million of interest costs related to our assets-under-construction balance that were expensed in fiscal periods prior to 2009 in error. We also recorded a corresponding $1.9 million adjustment to increase depreciation expense, which was recorded to cost of sales during the fiscal year ended December 31, 2009. The total impact on net income from these adjustments was approximately $3.7 million. The capitalization also increased our fixed assets, net balance by $3.7 million. Additionally, during the year ended December 31, 2009, we capitalized interest costs of $1.5 million related to our current assets-under-construction balance.
     Scheduled maturities of debt are as follows at December 31, 2009:
         
Year ended December 31:   (in millions)  
2010
    322.2  
2011
    270.0  
 
     
Total
  $ 592.2  
 
     
     We believe that cash flow from operations, cash and cash equivalents on hand and funds that will be raised as part of a refinancing or restructuring of our senior credit facility and Senior Notes will provide adequate funding for our ongoing working capital expenditures, pension contributions and capital investments required to meet our current contractual and legal commitments for at least the next twelve months. However, there is no assurance that we can refinance the Senior Notes or the senior credit facility prior to the last business day of 2010.
13. FAIR VALUE MEASUREMENTS
     The Fair Value Measurements and Disclosures topic of the ASC, defines fair value, provides guidance for measuring fair value and requires certain disclosures. In accordance with this guidance, we utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
    Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
    Level 2: Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

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    Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
     As of December 31, 2009 and 2008, we had $115.0 million and $86.4 million, respectively, of short term investments, primarily money market funds, reflected in our cash and cash equivalents balance on our Consolidated Balance Sheet. The fair value determination of this asset involves Level 2 inputs.
     Our deferred compensation liability to former executives is based on the most recently obtained fair value of our common stock. As of December 31, 2007, the fair value determination of the $3.8 million deferred compensation liability involved Level 3 inputs. During 2008, we recorded a $1.9 million reduction in the deferred compensation liability balance due to unrealized losses related to the fair value of our common stock. As a result, the deferred compensation liability was $1.9 million as of December 31, 2008. During 2009, we recorded a $0.2 million increase in the deferred compensation liability balance due to unrealized gains related to the fair value of our common stock. As a result, the deferred compensation liability was $2.1 million as of December 31, 2009.
14. PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS
     We sponsor several defined benefit pension plans covering some of our employees. Certain employee groups are ineligible to participate in the plans or have ceased to accrue additional benefits under the plans based upon their company service or years of service accrued under the plans. Benefits under the defined benefit plans are based on years of service and, for most non-represented employees, on average compensation for certain years. It is our policy to fund at least the minimum amount required for all qualified plans, using actuarial cost methods and assumptions acceptable under U.S. Government regulations, by making payments into a trust separate from us.
     We also sponsor defined contribution savings plans for several employee groups. We make contributions for participants in these plans based on a matching of employee contributions up to 4% of eligible compensation, for the majority of our employees. We also make additional contributions of at least 3% of eligible compensation for certain employee groups who are not eligible to participate in or accrue additional service under the defined benefit pension plans.
     In addition to our defined benefit pension plans and defined contribution savings plan, we provide certain healthcare and life insurance benefits for eligible retired employees. Such benefits are unfunded as of December 31, 2009. Employees achieve eligibility to participate in these contributory plans upon retirement from active service if they meet specified age and years of service requirements. Election to participate for some employees must be made at the date of retirement. Qualifying dependents at the date of retirement are also eligible for medical coverage. Current plan documents reserve our right to amend or terminate the plans at any time, subject to applicable collective bargaining requirements for represented employees. From time to time, we have made changes to the benefits provided to various groups of plan participants. Premiums charged to most retirees for medical coverage prior to age 65 are based on years of service and are adjusted annually for changes in the cost of the plans as determined by an independent actuary. In addition to this medical inflation cost-sharing feature, the plans also have provisions for deductibles, co-payments, coinsurance percentages, out-of-pocket limits, schedules of reasonable fees, preferred provider networks, coordination of benefits with other plans and a Medicare carve-out.
     In accordance with the Compensation — Retirement Benefits topic of the ASC we recognized the funded status of our benefit obligation in our statement of financial position as of December 31, 2008. This funded status was remeasured for some plans as of January 31, 2009 and September 27, 2009 due to plan amendments and for all plans as of December 31, 2009, our annual remeasurement date. The funded status is measured as the difference between the fair value of the plan’s assets and the PBO or accumulated postretirement benefit obligation of the plan. In order to recognize the funded status, we determined the fair value of the plan assets. The majority of our plan assets are publicly traded investments which were valued based on the market price as of the date of remeasurement. Investments that are not publicly traded were valued based on the estimated fair value of those investments as of December 31, 2009 based on our evaluation of data from fund managers and comparable market data.
     The unrecognized amounts recorded in accumulated other comprehensive loss will be subsequently recognized as net periodic benefit plan cost consistent with our historical accounting policy for amortizing those amounts. Included in accumulated other comprehensive loss at December 31, 2009 are the following amounts that have not yet been recognized in net periodic benefit plan cost: unrecognized prior service costs of $(37.6) million and unrecognized actuarial losses of $789.6 million. Prior service costs and actuarial losses expected to be recognized in net periodic benefit plan cost during 2010 are $(15.7) million and $55.5 million, respectively.

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Benefit Plan Obligations and Assets
     The following table sets forth the benefit plan obligations, assets, funded status and amounts recorded in the consolidated balance sheet for our defined benefit pension and retiree healthcare and life insurance plans. Pension plan assets consist primarily of equity securities, fixed income securities, private equity funds, infrastructure funds and real estate funds. Pension benefit data includes the qualified plans as well as an unfunded nonqualified plan that provides benefits to officers and employees either beyond those provided by, or payable under, our main plans. All of the defined benefit pension plans had obligations that exceeded the fair value of their assets. We use December 31 as our measurement date.
                                 
    Pension Benefits     Other Post-retirement Benefits  
    Years Ended     Years Ended  
    December 31,     December 31,  
    2009     2008     2009     2008  
    ($ in millions)  
Change in projected benefit obligation:
                               
Beginning balance
  $ 1,848.5     $ 1,813.9     $ 447.3     $ 529.2  
Service cost
    18.1       18.1       3.3       4.7  
Interest cost
    115.1       111.8       24.1       27.8  
Contributions by plan participants
                5.0       5.8  
Actuarial (gains) and losses
    85.8       24.5       (7.1 )     (32.1 )
Benefits paid
    (123.3 )     (120.3 )     (43.5 )     (44.8 )
Plan amendments
    8.4       0.8       (30.4 )     (43.3 )
Curtailments/Settlements
    5.2       (0.4 )     3.4        
Special termination benefits
    0.5       0.1       0.2        
 
                       
Projected Benefit obligation at end of period
  $ 1,958.3     $ 1,848.5     $ 402.3     $ 447.3  
 
                       
 
Accumulated Benefit Obligation at end of Year
  $ 1,891.0     $ 1,792.2     $ 402.3     $ 447.3  
 
                       
 
Assumptions used to determine Benefit Obligation:
                               
Discount rate
    6.07 %     6.27 %     5.60 %     6.26 %
Rate of compensation increase
    4.00 %     4.00 %     N/A       N/A  
Change in fair value of plan assets:
                               
Beginning balance
  $ 1,137.5     $ 1,452.0     $     $  
Actual return on assets
    249.6       (318.7 )            
Contributions by plan participants
                5.0       5.8  
Contributions by employer
    78.8       124.9       38.5       39.0  
Benefits paid
    (123.3 )     (120.3 )     (43.5 )     (44.8 )
Settlements
          (0.4 )            
Other
                       
 
                       
Ending balance
  $ 1,342.6     $ 1,137.5     $     $  
 
                       
 
                               
Reconciliation of amounts recognized to the consolidated balance sheet:
                               
Accrued benefit liability—current
    (3.5 )     (0.3 )     (37.4 )     (42.0 )
Accrued benefit liability—long-term
    (612.2 )     (710.7 )     (364.9 )     (405.3 )
 
                       
Funded status (deficit)
  $ (615.7 )   $ (711.0 )   $ (402.3 )   $ (447.3 )
 
                       
 
                               
Unrecognized actuarial loss
    740.4       821.4       49.2       58.3  
Unamortized prior service cost
    68.6       74.4       (106.2 )     (102.1 )
 
                       
Accumulated other comprehensive loss
  $ 809.0     $ 895.8     $ (57.0 )   $ (43.8 )
 
                       

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Net Periodic Benefit Plan Costs
     The components of net periodic benefit costs, including special charges for our post-retirement benefit plans, are shown in the following table:
                                                 
    Pension Benefits     Other Post-retirement Benefits  
    December 31,     December 31,  
    2009     2008     2007     2009     2008     2007  
                    (in millions)                  
Components of net periodic benefit cost (income):
                                               
Service cost
  $ 18.1     $ 18.1     $ 19.7     $ 3.3     $ 4.7     $ 5.4  
Interest cost
    115.1       111.8       105.0       24.1       27.8       31.8  
Expected return on plan assets
    (125.6 )     (124.0 )     (117.5 )                  
Amortization of net (gain) loss
    42.8       32.4       35.6       2.0       3.3       4.8  
Amortization of prior service cost
    12.4       11.9       6.0       (26.1 )     (20.4 )     (10.8 )
Prior service cost recognized — curtailment
    1.9             2.1       (0.2 )            
Special termination benefits
    0.5       0.1             0.2              
Plan settlement or curtailment (gain)/loss
    5.2       0.2       6.5       3.4              
 
                                   
Net periodic benefit cost
  $ 70.4     $ 50.5     $ 57.4       6.7     $ 15.4     $ 31.2  
 
                                   
 
                                               
Defined contribution plans cost
  $ 20.0     $ 19.2     $ 7.1     $     $     $  
 
                                   
 
                                               
Assumptions Used to Determine Net Periodic Benefit Costs:
                                               
Weighted Average Discount Rate for Year
    6.34 %     6.27 %     6.07 %     6.49 %     6.14 %     5.91 %
Expected long-term rate of return on assets
    8.50 %     8.50 %     8.50 %     N/A       N/A       N/A  
Rate of compensation increases
    4.00 %     4.00 %     4.00 %     N/A       N/A       N/A  
     We periodically experience events or make changes to our benefit plans that result in special charges. Some require remeasurements. The following summarizes the key events whose effects on our net periodic benefit cost and obligations are included in the tables above:
    Pension settlement charges of $6.5 million were recognized in 2007 relating to lump sum payments made under provisions of our non-qualified (“excess”) pension plan.
 
    On September 30, 2007 our largest union-represented group of production and maintenance employees ratified the terms of a new three-year collective bargaining agreement. The new agreement provided for certain benefit changes, including a freeze in pension benefit accruals for employees who, as of December 31, 2007, had less than 16 years of bargaining unit seniority. Employees subject to the pension freeze, and any bargaining unit employees hired on or after October 1, 2007, receive a new defined contribution benefit. As a result of these changes, a curtailment charge of $2.1 million was recognized as part of 2007 net periodic pension benefit cost. The agreement also provides for certain modifications to the retiree medical benefits for bargaining unit retirees and eliminates retiree medical coverage for any bargaining unit employees hired after October 1, 2007.
 
    Also in September 2007, we advised affected employees that the previously announced pension freeze affecting employees covered under the Company’s non-represented defined benefit pension plan would not apply to non-represented employees who, as of December 31, 2007, had at least 16 years vesting service under the terms of those plans.
 
    The collective changes announced in September 2007 resulted in an estimated $39.0 million increase in the Projected Benefit Obligation and Accumulated Post-retirement Benefit Obligation of the affected plans and an estimated $6.0 million increase in annual pension expense.

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    During February and April of 2008, two of our union represented groups ratified new collective bargaining agreements. Those agreements each provided for certain benefit changes, including a freeze in pension benefit accruals, effective December 31, 2008, for bargaining unit employees who, as of December 31, 2007, had less than 16 years of bargaining unit seniority. Employees subject to the pension freeze, and any bargaining unit employees hired on or after March 1, 2008 for the first group and April 1, 2008 for the second group, receive a defined contribution benefit. The agreements provided for a one-time retirement incentive program offered to eligible employees during 2008. The agreements also provided for certain modifications to the retiree medical benefits for bargaining unit retirees and eliminated retiree medical coverage for any bargaining unit employees hired on or after January 1, 2008.
 
    Also, during 2008, we announced amendments to medical plans for two groups of non-represented retirees. Effective January 1, 2008, medical coverage for participants in those two groups was eliminated at age 65 and replaced with a fixed monthly stipend.
 
    The aforementioned 2008 changes led to remeasurement of affected plans’ assets and obligations as of March 31, 2008, which resulted in a $14.9 million increase in unfunded liability for pension plans and a $44.1 million decrease in liability for the OPEB plans remeasured.
 
    In late 2008, we announced amendments to the medical plans for certain non-represented retirees at our Nashville facility, effective January 1, 2009, which made changes to the plan design and the contribution methodology that resulted in a reduction to our accumulated post-retirement benefit obligation of $1.2 million.
 
    During January of 2009, the IAM-represented employees at our Nashville facility ratified a new collective bargaining agreement. That agreement provides for certain benefit changes, including a freeze in pension benefit accruals, effective June 30, 2009, for bargaining unit employees who, as of that date, had less than 16 years of bargaining unit seniority. Employees subject to the pension freeze, and any bargaining unit employees hired on or after September 29, 2008, receive a defined contribution benefit. The agreement provides for a one-time company paid retirement incentive program offered to eligible employees during 2009 and certain modifications to retiree medical benefits for bargaining unit retirees. These changes led to a remeasurement of the affected plans’ assets and obligations as of January 31, 2009, which increased our unfunded liability for the pension plan by $1.5 million, decreased our liability for the OPEB plan by $32.7 million and led to the immediate recognition of $9.6 million of net non-recurring charges due to a curtailment.
 
    In September 2009, we announced amendments to medical plans for groups of non-represented, current retirees. Effective January 1, 2010, medical coverage for participants in two groups is eliminated at age 65 and replaced with a fixed monthly stipend. Those changes resulted in a reduction to our accumulated post-retirement benefit obligation for the OPEB plan of $8.9 million.
 
    In December 2009, we announced the termination of our excess pension plan and a one time lump sum payment of accrued benefits to plan participants in December 2010. This change led to the immediate recognition of $0.7 million of non-recurring charges due to a curtailment.

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Estimated Future Benefit Payments
     The total estimated future benefit payments for the pension plans are expected to be paid from the plan assets and company funds. The other post-retirement plan benefit payments reflect our portion of the funding. Estimated future benefit payments from plan assets and company funds for the next ten years are as follows:
                 
            Other Post-  
    Pension     retirement  
    Benefits     Benefits *  
    ($ in millions)  
2010
  $ 128.3     $ 38.4  
2011
    129.3       38.9  
2012
    131.2       38.5  
2013
    132.9       37.9  
2014
    134.3       37.5  
2015-2019
    698.2       173.6  
 
*   Net of expected Medicare Part D subsidies of $2.4 — $2.5 million per year. $3.1 million was received in 2009.
Pension Plan Assets
     Pension plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and investment return over the long-term. The investment goals are to exceed the assumed actuarial rate of return over the long-term within reasonable and prudent levels of risk and to preserve the real purchasing power of assets to meet future obligations.
     Liability studies are conducted on a regular basis to provide guidance in setting investment goals with an objective to balance risk. In order to balance expected risk and return, allocation targets are established and monitored against acceptable ranges. All investment policies and procedures are designed to ensure that the plans’ investments are in compliance with the Employee Retirement Income Security Act. Guidelines are established defining permitted investments within each asset class. Investment guidelines are specified for each investment manager to ensure that the investments made are within parameters for that asset class. Certain investments are not permitted at any time including investment in employer securities and uncovered short sales.
     The actual allocations for the pension assets as of December 31, 2009 and 2008, and target allocations by asset category, are as follows:
                     
    Percentage of Plan      
    Assets at      
    December 31,     Target
Pension Assets   2009     2008     Allocation
Public equity
    56.6 %     54.2 %   53% - 61%
Alternate investment funds
    6.8 %     7.4 %   2% - 12%
Fixed income
    33.1 %     32.2 %   28% - 34%
Real estate funds
    3.5 %     6.2 %   3% - 7%
 
               
Total
    100.0 %     100.0 %    
 
               
     The pension assets are measured at fair value as of December 31, 2009. Fair value is typically determined using quoted market prices or other relevant information from observable market transactions involving comparable assets. When market prices are not readily available, the fair value is estimated based on an evaluation of data provided by fund managers related to the underlying value of fund assets along with a review of other market based comparable data.

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     The following table presents our categories of pension plan assets as of December 31, 2009 and the related levels of inputs in the fair value hierarchy, as defined in Note 13 — Fair Value Measurements, used to determine the fair value:
                                 
    December 31, 2009  
    Level 1     Level 2     Level 3     Total  
    ($ in millions)  
Assets
                               
Cash and cash equivalents
  $ 0.3     $ 49.9     $     $ 50.2  
Equity securities
                               
International
    53.3       222.4             275.7  
US large cap
    3.9       156.5             160.4  
US small cap
          88.4             88.4  
Mutual fund
          167.1             167.1  
Fixed income
                               
Corporate bonds
          9.2             9.2  
Corporate bonds (S&P rating of A or higher)
          82.6             82.6  
Corporate bonds (S&P rating of lower than A)
          195.9             195.9  
Government securities
          161.5             161.5  
Mortgage backed securities
          2.2             2.2  
Other fixed income
          7.9             7.9  
Other investments
                               
Futures
          5.2             5.2  
Private equity and infrastructure
                94.1       94.1  
Real estate
                49.1       49.1  
Swaps
          97.1             97.1  
 
                       
Total investments in securities — assets
  $ 57.5     $ 1,245.9     $ 143.2     $ 1,446.6  
 
                       
 
                               
Liabilities
                               
Cash and cash equivalents
    (1.6 )     (1.5 )           (3.1 )
Other investments
                               
Swaps
          (56.8 )           (56.8 )
 
                       
Total investments in securities — liabilities
  $ (1.6 )   $ (58.3 )   $     $ (59.9 )
 
                       
Net investments in securities
  $ 55.9     $ 1,187.6     $ 143.2     $ 1,386.7  
 
                       
Receivables
                            21.2  
Payables
                            (65.3 )
 
                             
Total plan assets
                          $ 1,342.6  
 
                             
     Cash equivalents and other short-term investments, which are used to pay benefits, are primarily held in registered money market funds which are valued using a market approach based on the quoted market prices of identical instruments. Other cash equivalent and short-term investments are valued daily by the fund using a market approach with inputs that include quoted market prices for similar instruments.
     Equity securities are primarily valued using a market approach based on the quoted market prices of identical or comparable instruments.
     Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades.
     Other investments include the net unrealized gain/loss for our futures, the fair value of the swaps as well as private equity and real estate. Futures are financial contracts obligating us to purchase assets at a predetermined date and time. Swaps are an exchange of one security for another to change the maturity or the quality of the investments. Private equity and real estate values are estimated based on an evaluation of data provided by fund managers including valuations of the underlying investments derived using inputs such as cost, operating results, discounted future cash flows and market based comparable data.

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     The following table represents a rollforward of the December 31, 2008 balances and December 31, 2009 balances of our pension plan assets that are valued using Level 3 inputs:
                                         
                    Net Realized     Net Unrealized        
    12/31/08     Net Purchases     Appreciation     Appreciation     12/31/09  
    Balance     (Sales)     (Depreciation)     (Depreciation)     Balance  
    ($ in millions)  
Private equity funds
  $ 82.3     $ 8.0     $     $ 3.8     $ 94.1  
Real estate
    69.8       (0.7 )     0.3       (20.3 )     49.1  
 
                             
Total
  $ 152.1     $ 7.3     $ 0.3     $ (16.5 )   $ 143.2  
 
                             
Assumptions and Sensitivities
     The discount rate is determined annually as of each measurement date, based on a review of yield rates associated with long-term, high quality corporate bonds. The calculation separately discounts benefit payments using the spot rates from a long-term, high quality corporate bond yield curve. In 2007, 2008 and 2009, there were interim remeasurements for certain plans. The full year weighted average discount rates for pension and post retirement benefit plans in 2009 are 6.34% and 6.49%, respectively.
     The effect of a 25 basis point change in discount rates as of December 31, 2009 is shown below:
                 
            Other
            Post-retirement
    Pension Benefit   Benefits
    ($ in millions)
Increase of 25 basis points
               
Obligation — December 31, 2009
  $ (52.2 )   $ (7.4 )
Net periodic expense – 2010
  $ (4.6 )   $ (0.1 )
 
               
Decrease of 25 basis points
               
Obligation — December 31, 2009
  $ 53.7     $ 7.6  
Net periodic expense – 2010
  $ 4.4     $ 0.1  
     The long-term rate of return assumption represents the expected average rate of earnings on the funds invested to provide for the benefits included in the benefit obligations. The long-term rate of return assumption is determined based on a number of factors, including historical market index returns, the anticipated long-term asset allocation of the plans, historical plan return data, plan expenses and the potential to outperform market index returns. The expected long-term rate of return on assets was 8.5%.
     A significant factor used in estimating future per capita cost of covered healthcare benefits for our retirees and us is the healthcare cost trend rate assumption. The rate used at December 31, 2009 was 8.0% and is assumed to decrease gradually to 4.5% by 2015 and remain at that level thereafter. The effect of a one-percentage point change in the healthcare cost trend rate in each year is shown below:
                 
    Other Post-retirement Benefits
    One Percentage   One Percentage
    Point Increase   Point Decrease
    ($ in millions)
Net periodic expense (service and interest cost)
  $ 0.8     $ (0.7 )
Obligation
  $ 11.6     $ (10.5 )

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Pension Plan Funding
     We estimate that our total pension plan contributions in 2010 will be approximately $102.7 million. This amount reflects the effects of relevant pension legislation. No plan assets are expected to be returned to us in 2010.
15. INCOME TAXES
     In accordance with industry practice, we classified state and local income and franchise tax provisions as general and administrative expenses in 2008 and 2007. The total amount of taxes included in general and administrative expense was approximately $(196,000) and $947,000 for the years ended December 31, 2008 and 2007, respectively. State and local income tax included in these totals was approximately $(310,000) and $350,000, respectively. Beginning in 2009, state income taxes are being provided as part of our tax provision. Non-income taxes of $331,000 were included in general and administrative expense for 2009.
     During the fourth quarter, the President signed into law the Workers, Homeownership and Business Assistance Act of 2009. The Law provides for a suspension of certain limitations on Alternative Minimum Tax net operating losses. Prior to the Law being enacted, we had estimated a $9.1 million federal AMT liability incurred in connection with the sale of 787, and had allocated that expense to discontinued operations. The Law has enabled the Company to fully utilize net operating losses and therefore we will not owe AMT for the year. The Income Taxes topic of the ASC requires that tax law changes be allocated to continuing operations, therefore we recorded a $9.1 million benefit to offset the related expense in discontinued operations. State income tax of $8.0 million is also being allocated to discontinued operations as part of the tax provision for 2009. State income tax expense of $0.2 million is reflected in the 2009 tax provision for continuing operations.
     We were also able to carryback our 2008 AMT net operating loss to recover $0.4 million of previously paid AMT taxes. We have recorded this as a tax benefit in the tax provision.
     The provisions for federal and state income taxes beginning in 2009 differs from the U.S. statutory rate as follows:
                                 
            Years Ended                
    December 31,        
    2009   2008   2007        
Tax at statutory rate
    35.0 %     35.0 %     35.0 %        
Medicare Part D Subsidy
    (0.4 %)     (1.0 %)     (3.5 %)        
Amount of Refund and Other
    0.0 %     0.6 %     1.0 %        
State taxes
    0.2 %     0.0 %     0.0 %        
Tax effect of law change
    (8.6 %)     0.0 %     0.0 %        
Change in valuation allowance
    (35.0 %)     (34.6 %)     (32.5 %)        
     
Total
    (8.8 %)     0.0 %     0.0 %        
     

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The deferred income taxes consisted of the following at December 31:
                 
    2009     2008  
    ($ in millions)  
ASSETS:
               
Accrued contract liabilities
  $ 5.5     $ 5.7  
Accrued vacation
    5.4       5.0  
Pension liability
    263.3       287.1  
Other post retirement benefits
    155.2       162.6  
Federal and State net operating loss carryforwards and credits
    65.5       205.0  
Other non-deductible expenses
    24.6       24.1  
Goodwill and intangibles
    20.1       9.0  
Other
    0.9        
Deferred tax assets
  $ 540.5     $ 698.5  
 
           
 
               
LIABILITIES:
               
Inventory
    (47.8 )     (37.2 )
Property, plant and equipment
    (36.1 )     (43.8 )
Other
          (2.2 )
Deferred tax liabilities
  $ (83.9 )   $ (83.2 )
 
           
Net deferred tax assets
    456.6       615.3  
Valuation allowance
    (456.6 )     (615.3 )
Net deferred tax asset (liability)
  $     $  
 
           
     At December 31, 2009, we had the following net operating loss carryforwards for federal income tax purposes:
         
    Balance at  
    December 31,  
Year of Expiration   2009  
    (in millions)  
2025
  $ 11.2  
2026
    33.3  
2028
    125.9  
 
     
Total
  $ 170.4  
 
     
     We have a tax credit carryforward related to alternative minimum taxes of $0.1 million. This credit is available to offset future regular taxable income and carries forward indefinitely.
     Due to the uncertain nature of the ultimate realization of the deferred tax assets, we have established a valuation allowance against these future benefits and will recognize benefits only as reassessment demonstrates they are more likely than not to be realized. The valuation allowance has been recorded in income and equity (for items of comprehensive loss) as appropriate.

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Tax Positions
     In accordance with the Income Taxes topic of the ASC we recorded an unrecognized tax benefit of $3.6 million which caused a reduction of the net operating losses deferred tax asset and a corresponding reduction in the valuation allowance. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
                 
    Year Ended December 31,  
    2009     2008  
    ($ in millions)  
Beginning balance
  $ 8.2     $ 5.5  
Additions based on tax positions related to the current year
    0.1       3.4  
Additions for tax positions of prior years
    0.1       0.2  
Reductions for tax positions of prior years
    (6.6 )     (0.9 )
 
           
Ending balance
  $ 1.8     $ 8.2  
 
           
     Included in the balance at December 31, 2009 are $1.8 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The resolution of the unrecognized tax position would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. We recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in indirect expenses. We have no material amounts of interest and penalties related to unrecognized tax benefits accrued.
     We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. As of December 31, 2009, we were subject to examination by the Internal Revenue Service in the U.S. federal tax jurisdiction for the 2000-2009 tax years. We are also subject to examination in various state jurisdictions for the 2000-2009 tax years, none of which were individually material. State tax liabilities will be adjusted to account for changes in federal taxable income, as well as any adjustments in subsequent years, as those years are ultimately resolved with the IRS.
16. STOCKHOLDERS’ EQUITY
     As of December 31, 2009, we maintained a stock option plan and an incentive award plan under which we have issued equity-based awards to our employees and our directors.
2001 Stock Option Plans
     During 2001, we adopted the Amended and Restated 2001 Stock Option Plan of Vought Aircraft Industries, Inc., under which 1,500,000 shares of common stock were reserved for issuance for the purpose of providing incentives to employees and directors (the “2001 Stock Option Plan”). Options granted under the plan generally vest within 10 years, but were subject to accelerated vesting based on the ability to meet company performance targets. The incentive options granted to our employees are intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code. At December 31, 2009, options granted and outstanding from the 2001 Stock Option Plan to employees and directors amounted to 520,200 shares of which 456,360 are vested and exercisable.

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     A summary of stock option activity from the 2001 and 2003 Stock Option Plans for the years ended December 31, 2009, 2008 and 2007 follows:
                                                 
                    Year Ended December 31,        
    2009     2008     2007  
            Weighted             Weighted             Weighted  
            Average             Average             Average  
            Exercise Price             Exercise Price             Exercise Price  
    Shares     Per Share     Shares     Per Share     Shares     Per Share  
Outstanding at beginning of year
    547,100     $ 15.35       661,479     $ 14.57       850,587     $ 13.59  
Granted
        $           $           $  
Exercised
        $           $           $  
Forfeited
    (26,900 )   $ 11.16       (114,379 )   $ 10.92       (189,108 )   $ 10.14  
 
                                         
Outstanding at end of year
    520,200     $ 15.56       547,100     $ 15.35       661,479     $ 14.57  
 
                                   
 
                                               
Vested or expected to vest (1)
    520,200                                          
 
                                             
 
                                               
Exercisable at end of year
    456,360     $ 14.91       479,410     $ 14.72       589,729     $ 13.98  
 
                                   
 
                                               
Fair value of options granted
          $             $             $  
 
                                         
 
                                               
Weighted average remaining contractual life
            2.7                                  
 
                                             
     No stock options were exercised during 2007, 2008 or 2009.
Shares Held in Rabbi Trust
     A rabbi trust was established in 2000 for key executives. Our stock held in the trust is recorded at historical cost, and the corresponding deferred compensation liability is recorded at the current fair value of our common stock. Common stock held in the rabbi trust is classified in equity as “shares held in rabbi trust.” There were no changes to the share amounts in 2009, 2008 or 2007.
2006 Incentive Plan
     During 2006, we adopted the Vought Aircraft Industries, Inc. 2006 Incentive Award Plan (the “2006 Incentive Plan”), under which 2,000,000 shares of common stock are reserved for issuance for the purposes of providing awards to employees and directors. Since inception, these awards have been issued in the form of stock appreciation rights (“SARs”), restricted stock units (“RSUs”) and restricted shares.

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SARs
     A summary of SARs activity for the years ended December 31, 2009, 2008 and 2007 is as follows:
                                                 
                    Year Ended December 31,        
    2009     2008     2007  
            Weighted             Weighted             Weighted  
            Average             Average             Average  
            Exercise Price             Exercise Price             Exercise Price  
    Shares     Per Share     Shares     Per Share     Shares     Per Share  
Outstanding at beginning of year
    908,450     $ 10.00       972,750     $ 10.00       797,270     $ 10.00  
Granted
    125,000     $ 10.00           $       259,380     $ 10.00  
Exercised
    (15,563 )   $ 10.00       (21,775 )   $ 10.00           $  
Forfeited
    (41,047 )   $ 10.00       (42,525 )   $ 10.00       (83,900 )   $ 10.00  
 
                                         
Outstanding at end of year
    976,840     $ 10.00       908,450     $ 10.00       972,750     $ 10.00  
 
                                   
 
                                               
Vested or expected to vest (1)
    863,685                                          
 
                                             
 
                                               
Exercisable at end of year
    801,479     $ 10.00       630,395     $ 10.00       435,461     $ 10.00  
 
                                   
 
                                               
Fair value of SARs granted
          $ 721,250             $             $ 1,227,599  
 
                                               
Weighted average remaining contractual life
            7.3                                  
 
                                             
 
(1)   Represents SARs reduced by expected forfeitures
     During the year ended December 31, 2009, the exercise of SARs resulted in the issuance of 1,614 shares of common stock. The total intrinsic value of the SARs exercised was less than $0.1 million.
RSUs
     RSUs are awards of stock units that can be converted into common stock. In general, the awards are eligible to vest over a four-year period if certain performance goals are met. No RSUs will vest if the performance goals are not met. Certain awards, granted to the CEO and CFO, vest on the first occurrence of a change in control or a date specified by the agreement.

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     A summary of the total RSU activity for years ended December 31, 2009, 2008 and 2007 are as follows:
                                                 
                    Year Ended December 31,        
    2009     2008     2007  
            Grant Date             Grant Date             Grant Date  
    Shares     Fair Value     Shares     Fair Value     Shares     Fair Value  
Outstanding at beginning of year
    622,925     $ 10.65       574,421     $ 9.12       395,140     $ 8.79  
Granted
    11,000     $ 9.41       81,340     $ 23.12       210,306     $ 9.68  
Converted
        $           $           $  
Forfeited
    (16,820 )   $ 15.35       (32,836 )   $ 14.68       (31,025 )   $ 8.79  
 
                                         
Outstanding at end of year
    617,105     $ 10.50       622,925     $ 10.65       574,421     $ 9.12  
 
                                   
 
                                               
Vested or expected to vest (1)
    555,870                                          
 
                                             
 
                                               
Convertible at end of year
    260,976     $ 11.73       180,758     $ 10.61       109,727     $ 8.96  
 
                                   
 
                                               
Weighted average remaining contractual life
            7.2                                  
 
                                             
 
(1)   Represents RSUs reduced by expected forfeitures
Restricted Shares
     During 2009, 2008 and 2007, we granted 18,810, 9,432 and 21,854 restricted shares, respectively, to outside directors as compensation for their services. These restricted shares vested during the applicable grant year. The restricted shares were valued at the most recently obtained fair value of our common stock prior to the date of issuance.
Employee Stock Purchase Plan
     We adopted an Employee Stock Purchase Plan in 2000, which provides certain employees and independent directors the opportunity to purchase shares of our stock at its estimated fair value. Certain employee stock purchases were eligible for financing by the Company through stockholder notes. Those notes provided for loan amounts, including interest at 6.09%, to become due after 7 years, or upon specified events occurring. All stockholder notes issued under the plan were extinguished prior to December 31, 2007. No shares were issued under the employee stock purchase plan during 2007 and 2009. However, during 2008, 4,190 shares were sold pursuant to the plan to two outside directors for cash at a price of $23.85 per share.

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17. STOCK COMPENSATION EXPENSE
     As described in Note 16 – Stockholders’ Equity, we maintain a stock option plan and an incentive award plan under which we have issued equity-based awards to our employees and our directors. In accordance with the Compensation-Stock Compensation topic of the ASC, we recognized total compensation expense for all awards as follows for the years ended December 31:
                         
    Year Ended December 31,  
    2009     2008     2007  
            ($ in millions)          
Stock Options
  $ 0.0     $ 0.0     $ 0.0  
Rabbi Trust
    0.2       (1.9 )     2.5  
Stock Appreciation Rights (SARs)
    0.4       0.7       1.5  
Restricted Stock Units (RSUs)
    1.2       2.1       1.6  
Restricted Shares
    0.2       0.2       0.2  
 
                 
Stock Compensation Expense, gross
  $ 2.0     $ 1.1     $ 5.8  
 
                 
Change in Forfeiture Estimate
    0.3             (0.6 )
Adjustment to Actual Forfeiture Rate (a)
    0.2              
 
                 
Stock Compensation Expense, net
  $ 2.5     $ 1.1     $ 5.2  
 
                 
 
(a)   In accordance with the Compensation-Stock Compensation topic of the ASC, we changed the estimated forfeiture rate for the grants that became fully vested during 2009 to the actual forfeiture rate. This resulted in $0.2 million of additional stock compensation expense.
     The terms and assumptions used in calculating stock compensation expense for each category of equity-based award are included below.
Stock Options
     Stock options have been granted for a fixed number of shares to employees and directors with an exercise price equal to no less than the fair value of the shares at the date of grant. No stock options have been granted since 2005. Under the “modified prospective” method of the Compensation – Stock Compensation topic of the ASC, we were required to value our stock options under the fair value method and expense these amounts over the stock options’ remaining vesting period. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. No additional stock options have been granted since our application of the modified prospective method.
Shares Held in Rabbi Trust
     During the 2009, 2008 and 2007, we recorded stock compensation expense, included in general and administrative expense, to reflect the impact of a change in the fair value of our common stock. This change is also reflected in our accrued payroll and employee benefits line item on our balance sheet.
Stock Appreciation Rights (SARs)
     SARs have been granted to employees and directors with an exercise price equal to no less than the fair value of the shares at the date of grant. The fair value of each SAR is estimated on the date of grant using the Black-Scholes valuation model and based on a number of assumptions including expected term, volatility and interest rates. Because we do not have publicly traded equity or reliable historical data to estimate the expected term of the SARs, we used a temporary “simplified method” to estimate our expected term. Based on the guidance of the Compensation – Stock Compensation topic of the ASC, expected volatility was derived from an index of historical volatilities from several companies that conduct business in the aerospace industry. The risk free interest rate is based on the U.S. treasury yield curve on the date of grant for the expected term of the option.

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     The ranges of assumptions used in our calculations of fair value during 2009 and 2007 were as follows:
                 
    2009   2007
Expected dividend yield
    0 %     0 %
Risk free interest rate
    2.6 %     4.7% - 5.0 %
Expected life of options
  5.63 years   6.12 years
Expected volatility
    81.4 %     53.5 %
     No SARs were granted during 2008.
     The fair value of the SARs granted is amortized to expense using a graded method over the vesting period. Our estimated forfeiture rate was 11% as of January 1, 2007 but was adjusted to 26% during the third quarter of 2007. This rate was adjusted to 22% in the second quarter of 2009 and has remained unchanged since then. These changes in the estimated forfeiture rate resulted in a $0.6 million reduction of stock compensation expense in 2007 and a $0.3 million increase to stock compensation expense in 2009. As some grants became fully vested in 2009, we changed the estimated forfeiture rate to the actual forfeiture rates and recorded $0.1 million additional stock compensation expense. As of December 31, 2009, we have $0.6 million of unrecognized compensation cost related to the nonvested SARs to be amortized over the remaining vesting period.
Restricted Stock Units (“RSUs”)
     The value of each RSU awarded is based on the estimated fair value of our common stock on the date of issuance in accordance with the Compensation — Stock Compensation topic of the ASC. Because we do not have publicly traded equity, we use an independent third party valuation firm to compute the fair market value of our common stock. Our estimated forfeiture rate was 11% as of January 1, 2007 but was adjusted to 26% during the third quarter of 2007. This rate was adjusted to 22% in the second quarter of 2009 and has remained unchanged since then. These changes in the estimated forfeiture rate resulted in a $0.6 million reduction of stock compensation expense in 2007 and a $0.3 million increase to stock compensation expense in 2009. As some grants became fully vested in 2009, we changed the estimated forfeiture rate to the actual forfeiture rates and recorded $0.1 million additional stock compensation expense. No forfeiture rate was used in our calculation of the grants to the CEO and CFO that vest upon the first occurrence of a change in control or a date specified in the agreement, due to our assumption that they will remain employed until the vesting of these awards. As of December 31, 2009, we had $0.8 million of unrecognized compensation cost related to all nonvested RSUs to be amortized over the remaining vesting period.
Restricted Shares
     The restricted shares granted during 2009, 2008 and 2007 completely vested during the year. Those shares were valued at the fair value of our common stock at the date of issuance.
18. ENVIRONMENTAL CONTINGENCIES
     We accrue environmental liabilities when we determine we are responsible for remediation costs and such amounts are reasonably estimable. When only a range of amounts is established and no amount within the range is more probable than another, the minimum amount in the range is recorded in other current and non-current liabilities.
     The acquisition agreement between Northrop Grumman Corporation and Vought transferred certain pre-existing (as of July 24, 2000) environmental liabilities to us. We are liable for the first $7.5 million and 20% of the amount between $7.5 million and $30 million for environmental costs incurred relating to pre-existing matters as of July 24, 2000. Pre-existing environmental liabilities at the formerly Northrop Grumman Corporation sites exceeding our $12 million liability limit remain the responsibility of Northrop Grumman Corporation under the terms of the acquisition agreement, to the extent they are identified within 10 years from the acquisition date. Thereafter, to the extent environmental remediation is required for hazardous materials including asbestos, urea formaldehyde foam insulation or lead-based paints, used as construction materials in, on, or otherwise affixed to structures or improvements on property acquired from Northrop Grumman Corporation, we would be responsible. We have no material outstanding or unasserted asbestos, urea formaldehyde foam insulation or lead-based paints liabilities including on property acquired from Northrop Grumman Corporation.
     We have an accrual of $2.4 million and $3.2 million for environmental costs at December 31, 2009 and 2008, respectively.

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     The following is a roll-forward of amounts accrued for environmental liabilities:
         
    Environmental  
    Liability  
    (in millions)  
Balance at January 1, 2008
  $ 3.8  
Environmental costs incurred
    (0.6 )
 
     
Balance at December 31, 2008
    3.2  
Environmental costs incurred
    (0.8 )
 
     
Balance at December 31, 2009
  $ 2.4  
 
     
 
       
Consolidated Balance Sheet classification
       
Accrued and other liabilities
    0.7  
Other non-current liabilities
    1.7  
19. RISK CONCENTRATIONS
     Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable.
     We maintain cash and cash equivalents with various financial institutions. We perform periodic evaluations of the relative credit standing of those financial institutions that are considered in our banking relationships. We have not experienced any losses in such accounts and we believe we are not exposed to any significant credit risk on cash and cash equivalents.
     The following table lists the revenue and trade and other receivables balances at the year end December 31, from our three largest customers:
                         
    Revenue
    2009   2008   2007
    ($ in millions)
Airbus
  $ 163.4     $ 222.3     $ 206.2  
Boeing
    1,188.8       976.4       919.0  
Gulfstream
    244.0       275.7       259.1  
                         
    Trade and Other Receivables
    2009   2008   2007
    ($ in millions)
Airbus
  $ 3.0     $ 5.6     $ 5.3  
Boeing
    83.5       86.2       36.5  
Gulfstream
    15.2       22.8       18.3  
     Our risk related to pension and OPEB projected obligations, $2,360.6 million as of December 31, 2009, is also significant. This amount is currently in excess of our plan assets of $1,342.6 million and our total assets of $1,510.9 million. Our benefit plan assets are invested in a diversified portfolio of investments in both the equity and debt categories, as well as limited investments in real estate and other alternative investments. The current market value of all of these investment categories may be adversely affected by external events and the movements and volatility in the financial markets including such events as the current credit and real estate market conditions. Declines in the market values of our plan assets could expose our total asset balance to significant risk which may cause an increase to future funding requirements.
     Some raw materials and operating supplies are subject to price and supply fluctuations caused by market dynamics. Our strategic sourcing initiatives seek to find ways of mitigating the inflationary pressures of the marketplace. In recent years, these inflationary pressures have affected the market for raw materials. However, we believe that raw material prices will remain stable through the remainder of 2010 and after that, experience increases that are in line with inflation. Additionally, we generally do not employ forward contracts or other financial instruments to hedge commodity price risk.

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     Our suppliers’ failure to provide acceptable raw materials, components, kits and subassemblies would adversely affect our production schedules and contract profitability. We maintain an extensive qualification and performance surveillance system to control risk associated with such supply base reliance. We are dependent on third parties for all information technology services. To a lesser extent, we also are exposed to fluctuations in the prices of certain utilities and services, such as electricity, natural gas, chemical processing and freight. We utilize a range of long-term agreements and strategic aggregated sourcing to optimize procurement expense and supply risk in these categories.
     As of December 31, 2009, approximately 47% of our employees are represented by various labor unions. The collective bargaining agreements for the following groups of represented employees expire during the fiscal year ending December 31, 2010:
    Local 848 of the United Automobile, Aerospace and Agricultural Implement Workers of America represents approximately 2,100 of the employees located in Dallas and Grand Prairie, Texas. This union contract, which covers the majority of our production and maintenance employees at our Dallas and Grand Prairie, Texas facilities, is in effect through October 3, 2010.
 
    Local 220 of the International Brotherhood of Electrical Workers represents 40 employees located in Dallas, Texas. This union contract is in effect through May 3, 2010.
20. RELATED PARTY TRANSACTIONS
     A management agreement between Vought and its principal stockholder, The Carlyle Group, requires us to pay an annual fee of $2.0 million for various management services. We incurred fees and reimbursable expenses of $2.0 million in 2009 and 2008 and $2.1 million in 2007. The Carlyle Group also serves, in return for additional fees, as our financial advisor for mergers, acquisitions, dispositions and other strategic and financial activities. In connection with the sale of the Charleston 787 business (discussed in Note 3 — Discontinued Operations), we have paid approximately $3.0 million to The Carlyle Group during the year ended December 31, 2009.
     Since 2002, we have had an ongoing commercial relationship with Wesco Aircraft Hardware Corp. (“Wesco”), a distributor of aerospace hardware and provider of inventory management services. Wesco currently provides aerospace hardware to us pursuant to long-term contracts. On September 29, 2006, The Carlyle Group acquired a majority stake in Wesco, and as a result, we are both now under common control of The Carlyle Group through its affiliated funds. In addition, four of our directors, Messrs. Squier, Clare, Palmer and Jumper, also serve on the board of directors of Wesco. The Carlyle Group may indirectly benefit from their economic interest in Wesco from its contractual relationships with us. The total amount paid to Wesco pursuant to our contracts with Wesco for the years ended December 31, 2009, 2008 and 2007 was approximately $24.3 million, $26.8 million and $16.9 million, respectively. Our accounts payable balance due to Wesco as of December 31, 2009 and 2008 was $2.3 million and $0.1 million, respectively.
     In connection with the sale of the Charleston 787 business (discussed in Note 3 — Discontinued Operations), two of our agreements with Wesco were assigned to a subsidiary of Boeing. Approximately $3.2 million and $4.3 million was paid by us to Wesco under those agreements for the years ended December 31, 2009 and 2008, respectively.
     We also have an ongoing commercial relationship with Gardner Group Ltd (“Gardner Group”), a supplier of metallic aerostructure details, equipment and engine components to the global aviation industry. Gardner Group currently provides aerospace parts to us. The most recent agreement with the Gardner Group was entered into on November 5, 2007. On November 3, 2008, The Carlyle Group acquired a majority equity interest in the Gardner Group, and as a result, the Gardner Group and our company were both under common control of The Carlyle Group through its affiliated funds during 2008 and 2009. The Carlyle Group may indirectly benefit from their economic interest in Gardner Group from its contractual relationships with us. The total amount paid to Gardner Group pursuant to our contracts with Gardner Group for the years ended December 31, 2009 and 2008 was $1.4 million and $1.9 million, respectively. Our accounts payable balance due to Gardner Group as of December 31, 2009 and 2008 was $0.1 million.

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     Upon the retirement in the first quarter of 2006 of Tom Risley (“Mr. Risley”), our former Chief Executive Officer, we entered into a consulting agreement with Mr. Risley for a minimum fee of $36,000 plus expenses, with a total payout plus expenses not to exceed $200,000. The total fees and expenses incurred under that agreement were $43,800 through the expiration of the agreement on February 28, 2007.
21. OTHER COMMITMENTS AND OTHER CONTINGENCIES
     From time to time, we are involved in various legal proceedings arising out of the ordinary course of business. None of the matters in which we are currently involved, either individually, or in the aggregate, is expected to have a material adverse effect on our business or financial condition, results of operations or cash flows.
22. GUARANTOR SUBSIDIARIES
     The 8% Senior Notes due 2011 are fully and unconditionally and jointly and severally guaranteed, on a senior unsecured basis, by our wholly owned “100% owned” subsidiaries. In accordance with criteria established under Rule 3-10(f) of Regulation S-X under the Securities Act, summarized financial information of the Vought and its subsidiary is presented below:

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Vought Aircraft Industries, Inc.
Consolidating Balance Sheet
December 31, 2009
(dollars in millions, except par value per share)
                                 
            Guarantor     Intercompany        
    Vought     Subsidiaries     Eliminations     Total  
Assets
                               
Current assets:
                               
Cash and cash equivalents
  $ 115.2     $ 0.8     $     $ 116.0  
Restricted cash
    43.8                   43.8  
Trade and other receivables
    120.9       7.0             127.9  
Intercompany receivable
    15.7       8.2       (23.9 )      
Inventories
    497.9       13.4             511.3  
Other current assets
    7.9       0.6             8.5  
 
                       
Total current assets
    801.4       30.0       (23.9 )     807.5  
Property, plant and equipment, net
    267.5       8.4             275.9  
Goodwill
    341.1       63.7             404.8  
Identifiable intangible assets, net
    20.4                   20.4  
Other non-current assets
    1.3                   1.3  
Investment in affiliated company
    79.9             (79.9 )      
 
                       
 
                               
Total assets
  $ 1,511.6     $ 102.1     $ (103.8 )   $ 1,509.9  
 
 
                       
Liabilities and stockholders’ equity (deficit)
                               
Current liabilities:
                               
Accounts payable, trade
  $ 137.3     $ 3.6     $     $ 140.9  
Intercompany payable
    8.2       15.7       (23.9 )      
Accrued and other liabilities
    66.8       1.5             68.3  
Accrued payroll and employee benefits
    45.5       1.4             46.9  
Accrued post-retirement benefits-current
    37.4                   37.4  
Accrued pension-current
    3.5                   3.5  
Current portion of long-term bank debt
    319.8                   319.8  
Accrued contract liabilities
    74.2                   74.2  
 
                       
 
Total current liabilities
    692.7       22.2       (23.9 )     691.0  
Long-term liabilities:
                               
Accrued post-retirement benefits
    364.9                   364.9  
Accrued pension
    612.2                   612.2  
Long-term bond debt
    270.0                   270.0  
Other non-current liabilities
    75.3                   75.3  
 
                       
Total liabilities
    2,015.1       22.2       (23.9 )     2,013.4  
 
                               
Stockholders’ equity (deficit):
                               
Common stock, par value $.01 per share; 50,000,000 shares authorized, 24,818,806 issued and outstanding at December 31, 2009
    0.3                   0.3  
Additional paid-in capital
    422.8       80.3       (80.3 )     422.8  
Shares held in rabbi trust
    (1.6 )                 (1.6 )
Accumulated deficit
    (173.0 )     (0.4 )     0.4       (173.0 )
Accumulated other comprehensive loss
    (752.0 )                 (752.0 )
 
                       
Total stockholders’ equity (deficit)
  $ (503.5 )   $ 79.9     $ (79.9 )   $ (503.5 )
 
                       
Total liabilities and stockholders’ equity (deficit)
  $ 1,511.6     $ 102.1     $ (103.8 )   $ 1,509.9  
 
                       

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Vought Aircraft Industries, Inc.
Consolidating Balance Sheet
December 31, 2008
($ in millions, except share amounts) (unaudited)
                                 
            Guarantor     Intercompany        
    Vought     Subsidiaries     Eliminations     Total  
Assets
                               
Current assets:
                               
Cash and cash equivalents
  $ 86.6     $ 0.1     $     $ 86.7  
Trade and other receivables
    131.1       7.4             138.5  
Intercompany receivable
    21.1       8.3       (29.4 )      
Inventories
    297.7       14.1             311.8  
Assets related to discontinued operations
    460.7                       460.7  
Other current assets
    8.7       0.5             9.2  
 
                       
Total current assets
    1,005.9       30.4       (29.4 )     1,006.9  
 
                               
Property, plant and equipment, net
    271.2       8.0             279.2  
Goodwill
    341.1       63.7             404.8  
Identifiable intangible assets, net
    27.2                   27.2  
Other non-current assets
    8.4       1.1             9.5  
Investment in affiliated company
    76.4             (76.4 )      
 
                       
 
                               
Total assets
  $ 1,730.2     $ 103.2     $ (105.8 )   $ 1,727.6  
 
                       
 
                               
Liabilities and stockholders’ equity (deficit)
                               
Current liabilities:
                               
Accounts payable, trade
  $ 144.5     $ 4.0     $     $ 148.5  
Intercompany payable
    8.3       21.1       (29.4 )      
Accrued and other liabilities
    57.4       0.1             57.5  
Accrued payroll and employee benefits
    46.5       1.6             48.1  
Accrued post-retirement benefits-current
    42.0                   42.0  
Accrued pension-current
    0.3                   0.3  
Current portion of long-term bank debt
    5.9                   5.9  
Liabilities related to discontinued operations
    156.7                       156.7  
Accrued contract liabilities
    141.1                   141.1  
 
                       
 
                               
Total current liabilities
    602.7       26.8       (29.4 )     600.1  
 
                               
Long-term liabilities:
                               
Accrued post-retirement benefits
    405.3                   405.3  
Accrued pension
    710.7                   710.7  
Long-term bank debt, net of current portion
    594.0                   594.0  
Long-term bond debt
    270.0                   270.0  
Other non-current liabilities
    81.6                   81.6  
 
                       
 
                               
Total liabilities
    2,664.3       26.8       (29.4 )     2,661.7  
 
                               
Stockholders’ equity (deficit):
                               
 
                               
Common stock, par value $.01 per share; 50,000,000 shares authorized, 24,798,382 issued and outstanding at December 31, 2008
    0.3                   0.3  
Additional paid-in capital
    420.5       80.3       (80.3 )     420.5  
Shares held in rabbi trust
    (1.6 )                 (1.6 )
Accumulated deficit
    (501.3 )     (3.9 )     3.9       (501.3 )
Accumulated other comprehensive loss
    (852.0 )                 (852.0 )
 
                       
Total stockholders’ equity (deficit)
  $ (934.1 )   $ 76.4     $ (76.4 )   $ (934.1 )
 
                       
Total liabilities and stockholders’ equity (deficit)
  $ 1,730.2     $ 103.2     $ (105.8 )   $ 1,727.6  
 
                       

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Vought Aircraft Industries, Inc.
Consolidating Statement of Operations
Year Ended December 31, 2009
(in millions)
                                 
            Guarantor     Intercompany        
    Vought     Subsidiaries     Eliminations     Totals  
Revenue
  $ 1,816.6     $ 74.7     $ (13.5 )   $ 1,877.8  
 
                               
Costs and expenses
                               
Cost of sales
    1,542.5       65.8       (13.5 )     1,594.8  
 
                               
Selling, general and administrative expenses
    117.2       5.4             122.6  
 
                       
Total costs and expenses
    1,659.7       71.2       (13.5 )     1,717.4  
 
                       
 
                               
Operating income
    156.9       3.5             160.4  
 
                               
Other income (expense)
                               
Interest income
    0.7                   0.7  
Other income
    1.3                   1.3  
Equity in loss of joint venture
                       
Interest expense
    (57.0 )                 (57.0 )
 
                               
Equity in income (loss) of consolidated subsidiaries
    3.5             (3.5 )      
 
                       
Income (loss) before income taxes
    105.4       3.5       (3.5 )     105.4  
Income tax expense
    (9.3 )                 (9.3 )
 
                       
Income from continuing operations
    114.7       3.5       (3.5 )     114.7  
Income (loss) from discontinued operations, net of tax
    213.6                   213.6  
 
                       
Net income (loss)
  $ 328.3     $ 3.5     $ (3.5 )   $ 328.3  
 
                       

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Vought Aircraft Industries, Inc.
Consolidating Statement of Operations
Year Ended December 31, 2008
(in millions)
                                 
            Guarantor     Intercompany        
    Vought     Subsidiaries     Eliminations     Totals  
Revenue
  $ 1,724.2     $ 72.0     $ (21.2 )   $ 1,775.0  
 
                               
Costs and expenses
                               
Cost of sales
    1,451.7       62.4       (21.2 )     1,492.9  
 
                               
Selling, general and administrative expenses
    129.6       5.7             135.3  
 
                       
Total costs and expenses
    1,581.3       68.1       (21.2 )     1,628.2  
 
                       
 
                               
Operating income
    142.9       3.9             146.8  
 
                               
Other income (expense)
                               
Interest income
    4.4                   4.4  
Other income
    48.7                   48.7  
Equity in loss of joint venture
    (0.6 )                 (0.6 )
Interest expense
    (67.2 )                 (67.2 )
 
                               
Equity in income (loss) of consolidated subsidiaries
    3.9             (3.9 )      
 
                       
Income (loss) before income taxes
    132.1       3.9       (3.9 )     132.1  
Income tax expense
    0.2                   0.2  
 
                       
Income from continuing operations
  $ 131.9     $ 3.9     $ (3.9 )   $ 131.9  
Income (loss) from discontinued operations, net of tax
    (38.2 )                 (38.2 )
 
                       
Net income (loss)
  $ 93.7     $ 3.9     $ (3.9 )   $ 93.7  
 
                       

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Vought Aircraft Industries, Inc.
Consolidating Statement of Operations
Year Ended December 31, 2007
(in millions)
                                 
            Guarantor     Intercompany        
    Vought     Subsidiaries     Eliminations     Totals  
Revenue
  $ 1,564.7     $ 61.6     $ (13.2 )   $ 1,613.1  
 
                               
Costs and expenses
                               
 
                               
Cost of sales
    1,239.9       58.1       (13.2 )     1,284.8  
 
                               
Selling, general and administrative expenses
    128.3       5.0             133.3  
 
                       
Total costs and expenses
    1,368.2       63.1       (13.2 )     1,418.1  
 
                       
Operating income (loss)
    196.5       (1.5 )           195.0  
 
                               
Other income (expense)
                               
Interest income
    3.6                   3.6  
Other loss
          (0.1 )           (0.1 )
Equity in loss of joint venture
    (4.0 )                   (4.0 )
Interest expense
    (62.6 )                 (62.6 )
 
                               
Equity in income (loss) of consolidated subsidiaries
    (1.6 )           1.6        
 
                       
Income (loss) before income taxes
    131.9       (1.6 )     1.6       131.9  
Income tax expense
    0.1                   0.1  
 
                       
Net income (loss)
  $ 131.8     $ (1.6 )   $ 1.6     $ 131.8  
Income (loss) from discontinued operations, net of tax
    (85.5 )                 (85.5 )
 
                       
Net income (loss)
  $ 46.3     $ (1.6 )   $ 1.6     $ 46.3  
 
                       

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Vought Aircraft Industries, Inc.
Consolidating Cash Flow Statement
Year Ended December 31, 2009
($ in millions)
                                 
            Guarantor     Intercompany        
    Vought     Subsidiaries     Eliminations     Total  
Operating activities
                               
Net income (loss)
  $ 328.3     $ 3.5     $ (3.5 )   $ 328.3  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
                               
Depreciation and amortization
    66.4       1.7             68.1  
Stock compensation expense
    2.5                   2.5  
(Gain) loss from asset disposals
    41.2                   41.2  
Income from investments in consolidated subsidiaries
    (3.5 )           3.5        
Changes in current assets and liabilities:
                               
Trade and other receivables
    0.6       0.4             1.0  
Intercompany accounts receivable
    5.4       0.1       (5.5 )      
Inventories
    (201.1 )     0.7             (200.4 )
Other current assets
    (3.1 )     (0.1 )           (3.2 )
Accounts payable, trade
    (13.5 )     (0.4 )           (13.9 )
Intercompany accounts payable
    (0.1 )     (5.4 )     5.5        
Accrued payroll and employee benefits
    (0.4 )     (0.2 )           (0.6 )
Accrued and other liabilities
    7.4       1.4             8.8  
Accrued contract liabilities
    (79.5 )                 (79.5 )
Other assets and liabilities—long-term
    (41.6 )     1.1             (40.5 )
 
                       
Net cash provided by (used in) operating activities
    109.0       2.8             111.8  
Investing activities
                               
Capital expenditures
    (39.9 )     (2.1 )           (42.0 )
Proceeds from sale of business
    289.2                   289.2  
 
                       
Net cash provided by (used in) investing activities
    249.3       (2.1 )           247.2  
Financing activities
                               
Proceeds from short-term bank debt
    135.0                   135.0  
Payments on short-term bank debt
    (135.0 )                 (135.0 )
Proceeds from Incremental Facility
    75.0                   75.0  
Payments on long-term bank debt
    (360.9 )                 (360.9 )
Changes in restricted cash
    (43.8 )                 (43.8 )
 
                       
Net cash provided by (used in) financing activities
    (329.7 )                 (329.7 )
 
Net increase (decrease) in cash and cash equivalents
    28.6       0.7             29.3  
Cash and cash equivalents at beginning of period
    86.6       0.1             86.7  
 
                       
Cash and cash equivalents at end of period
  $ 115.2     $ 0.8     $     $ 116.0  
 
                       

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Vought Aircraft Industries, Inc.
Consolidating Cash Flow Statement
Year Ended December 31, 2008
($ in millions)
                                 
            Guarantor     Intercompany        
    Vought     Subsidiaries     Eliminations     Total  
Operating activities
                               
Net income (loss)
  $ 93.7     $ 3.9     $ (3.9 )   $ 93.7  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
                               
Depreciation and amortization
    64.5       1.5             66.0  
Stock compensation expense
    1.1                   1.1  
Equity in losses of joint venture
    0.6                   0.6  
Gain from asset disposals
    (49.8 )                 (49.8 )
Income from investments in consolidated subsidiaries
    (3.9 )           3.9        
Changes in current assets and liabilities:
                               
Trade and other receivables
    (55.9 )     (1.3 )           (57.2 )
Intercompany accounts receivable
    3.0       (1.0 )     (2.0 )      
Inventories
    (83.3 )     1.7             (81.6 )
Other current assets
    (2.8 )                 (2.8 )
Accounts payable, trade
    (1.3 )     (0.4 )           (1.7 )
Intercompany accounts payable
    1.0       (3.0 )     2.0        
Accrued payroll and employee benefits
    (0.1 )     0.6             0.5  
Accrued and other liabilities
    (14.0 )     (0.1 )           (14.1 )
Accrued contract liabilities
    (29.0 )                 (29.0 )
Other assets and liabilities—long-term
    (79.1 )     (1.1 )           (80.2 )
 
                       
Net cash provided by (used in) operating activities
    (155.3 )     0.8             (154.5 )
Investing activities
                               
Capital expenditures
    (68.1 )     (1.2 )           (69.3 )
Proceeds from sale of joint venture
    55.1                   55.1  
 
                       
Net cash provided by (used in) investing activities
    (13.0 )     (1.2 )           (14.2 )
Financing activities
                               
Proceeds from short-term bank debt
    153.0                   153.0  
Payments on short-term bank debt
    (153.0 )                 (153.0 )
Proceeds from Incremental Facility
    184.6                   184.6  
Payments on long-term bank debt
    (4.9 )                 (4.9 )
Proceeds from sale of common stock
    0.1                   0.1  
 
                       
Net cash provided by (used in) financing activities
    179.8                   179.8  
Net increase (decrease) in cash and cash equivalents
    11.5       (0.4 )           11.1  
Cash and cash equivalents at beginning of period
    75.1       0.5             75.6  
 
                       
Cash and cash equivalents at end of period
  $ 86.6     $ 0.1     $     $ 86.7  
 
                       

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Vought Aircraft Industries, Inc.
Consolidating Cash Flow Statement
Year Ended December 31, 2007
($ in millions)
                                 
            Guarantor     Intercompany        
    Vought     Subsidiaries     Eliminations     Total  
Operating activities
                               
Net income (loss)
  $ 46.3     $ (1.6 )   $ 1.6     $ 46.3  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
                               
Depreciation and amortization
    62.0       1.7             63.7  
Stock compensation expense
    5.2                   5.2  
Equity in losses of joint venture
    4.0                   4.0  
Loss from asset sales
    1.8       0.1             1.9  
Income from investments in consolidated subsidiaries
    1.6             (1.6 )      
Changes in current assets and liabilities:
                               
Trade and other receivables
    2.8       (2.1 )           0.7  
Intercompany accounts receivable
    (6.0 )     (1.1 )     7.1        
Inventories
    (22.5 )     (2.5 )           (25.0 )
Other current assets
    (2.1 )     (0.1 )           (2.2 )
Accounts payable, trade
    59.6       0.7             60.3  
Intercompany accounts payable
    1.1       6.0       (7.1 )      
Accrued payroll and employee benefits
    0.7       0.1             0.8  
Accrued and other liabilities
    (26.5 )     (0.4 )           (26.9 )
Intercompany transactions
    (1.0 )     1.0              
Accrued contract liabilities
    (103.3 )                 (103.3 )
Other assets and liabilities—long-term
    8.6       0.1             8.7  
 
                       
Net cash provided by operating activities
    32.3       1.9             34.2  
Investing activities
                               
Capital expenditures
    (56.1 )     (1.3 )           (57.4 )
Proceeds from sale of assets
    24.3                   24.3  
Investment in joint venture
    (16.5 )                 (16.5 )
 
                       
Net cash used in investing activities
    (48.3 )     (1.3 )           (49.6 )
Financing activities
                               
Proceeds from short-term bank debt
    20.0                   20.0  
Payments on short-term bank debt
    (20.0 )                 (20.0 )
Payments on long-term bank debt
    (4.0 )                 (4.0 )
Payments on capital leases
    (0.3 )     (1.0 )           (1.3 )
Proceeds from governmental grants
    2.1                   2.1  
Proceeds from repayment of stockholder loans
    0.8                   0.8  
 
                       
Net cash used in financing activities
    (1.4 )     (1.0 )           (2.4 )
Net decrease in cash and cash equivalents
    (17.4 )     (0.4 )           (17.8 )
Cash and cash equivalents at beginning of period
    92.5       0.9             93.4  
 
                       
Cash and cash equivalents at end of period
  $ 75.1     $ 0.5     $     $ 75.6  
 
                       

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23. QUARTERLY FINANCIAL INFORMATION, UNAUDITED ($ IN MILLIONS)
                                 
    Quarter ended
    December 31,   September 27,   June 28,   March 29,
2009   2009   2009   2009   2009
     
Revenues
  $ 555.5     $ 446.7     $ 485.3     $ 390.3  
Operating income (loss)
    48.8       40.5       34.1       37.0  
Income (loss) from continuing operations
    47.9       19.2       25.4       22.2  
Income (loss) from discontinued operations
    (0.2 )     219.4       (1.3 )     (4.3 )
Net income (loss)
  $ 47.7     $ 238.6     $ 24.1     $ 17.9  
                                 
    Quarter ended
    December 31,   September 28,   June 29,   March 30,
2008   2008   2008   2008   2008
     
Revenues
  $ 413.0     $ 477.3     $ 468.2     $ 416.5  
Operating income (loss)
    (6.5 )     41.8       51.7       59.8  
Income (loss) from continuing operations
    (22.0 )     27.1       83.1       43.7  
Income (loss) from discontinued operations
    (7.9 )     (11.5 )     (3.8 )     (15.0 )
Net income (loss)
  $ (29.9 )   $ 15.6     $ 79.3     $ 28.7  
          The information presented in the table above has been adjusted to reflect the sale of our 787 operations. The sale of our 787 operations was recorded during the three month period ended September 27, 2009 and as a result the information presented in the table above for that period is consistent with the information presented in our quarterly report on Form 10-Q. However, the table below displays the presentation changes that were made to reflect the sale of our 787 operations for all periods prior to the quarter ended September 27, 2009.
                                 
    Quarter ended
    December 31,   September 27,   June 28,   March 29,
2009   2009   2009   2009   2009
     
Revenues
  $     $     $ 6.2     $ 12.3  
Operating income (loss)
                (1.3 )     (4.3 )
Income (loss) from continuing operations
                1.3       4.3  
Income (loss) from discontinued operations
                (1.3 )     (4.3 )
Net income (loss)
  $     $     $     $  
                                 
    Quarter ended
    December 31,   September 28,   June 29,   March 30,
2008   2008   2008   2008   2008
     
Revenues
  $ 0.2     $     $ 12.5     $ 8.9  
Operating income (loss)
    (7.9 )     (11.5 )     (3.8 )     (15.0 )
Income (loss) from continuing operations
    7.9       11.5       3.8       15.0  
Income (loss) from discontinued operations
    (7.9 )     (11.5 )     (3.8 )     (15.0 )
Net income (loss)
  $     $     $     $  
          It is our practice to close our books and records based on a thirteen-week quarter, which can lead to different period end dates for comparative purposes. The interim financial information included above is labeled based on that convention. This practice only affects interim periods, as our fiscal years end on December 31.

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Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
          None.
Item 9A.   Controls and Procedures
Disclosure Controls and Procedures
          Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2009. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2009, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control over Financial Reporting
          Management of our company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on the evaluation performed, we concluded that our internal control over financial reporting as of December 31, 2009, was effective.
          Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2009, as stated in their report, which appears on page 96 of Item 9 of this report.
Changes in Internal Control over Financial Reporting
          There have been no changes in internal control over financial reporting during the fourth quarter of 2009 that have materially affected or are reasonably likely to materially affect, our company’s internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm
The Board of Directors
Vought Aircraft Industries, Inc.
We have audited Vought Aircraft Industries, Inc.’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Vought Aircraft Industries, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control of Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Vought Aircraft Industries, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vought Aircraft Industries, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2009 of Vought Aircraft Industries, Inc. and our report dated March 25, 2010 expressed an unqualified opinion thereon that included an explanatory paragraph regarding Vought Aircraft Industries, Inc.’s ability to continue as a going concern.
/s/ Ernst & Young LLP
Dallas, Texas
March 25, 2010

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Changes in Internal Controls
None.
Item 9B.   Other Information
Triumph Agreement and Plan of Merger
     On March 23, 2010, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) among us, Triumph Group, Inc. (“Triumph”), Spitfire Merger Corporation, a wholly owned subsidiary of Triumph, (“Merger Sub”), and TC Group, L.L.C. (“Carlyle”), as the Holder Representative, pursuant to which Merger Sub will merge with and into us (the “Merger”) and, as soon as reasonably practicable thereafter, we will merge with and into a direct wholly owned limited liability company subsidiary of Triumph, which will continue as the surviving entity and a direct wholly owned subsidiary of Triumph.
     Subject to the terms and conditions of the Merger Agreement, Triumph will retire approximately $590 million of our outstanding indebtedness and will acquire all outstanding shares of our capital stock for $525 million in cash and approximately 7.5 million shares of Triumph common stock subject to certain adjustments set forth in the Merger Agreement. Each of our outstanding stock options and stock appreciation rights will be cancelled and converted into the right to receive cash consideration in the Merger based on the spread between the exercise price and the per-share Merger consideration. Each outstanding restricted share unit will be cancelled and converted into the right to receive cash consideration based on the per-share Merger consideration.
     Triumph, Merger Sub and we have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants (i) to conduct their respective businesses in the ordinary course during the interim period between the execution of the Merger Agreement and consummation of the Merger and (ii) not to engage in certain kinds of transactions during such period. Triumph has also agreed (i) that it will use its reasonable best efforts to obtain the proceeds of the debt financing to fund the transactions contemplated by the Merger Agreement, (ii) that it will not solicit proposals relating to alternative business combination transactions, and (iii) that it will call a stockholders meeting as soon as reasonably practicable to obtain stockholder approval and to recommend that the stockholders approve the issuance of Triumph common stock contemplated by the Merger Agreement. In addition, we agreed (i) to use our reasonable best efforts to cooperate with Triumph in connection with the arrangement of the debt financing for the Merger and (ii) not to solicit proposals relating to alternative business combination transactions.
     Consummation of the Merger is subject to customary conditions, including (i) approval of the stockholders of Triumph of the issuance of shares in the Merger, (ii) receipt of certain regulatory approvals, and (iii) absence of any law or order prohibiting the closing. Triumph’s obligation to consummate the Merger is subject to certain other conditions, including (i) the accuracy of our representations and warranties in the Merger Agreement, (ii) our compliance with our covenants in the Merger Agreement and (iii) the receipt of consents from certain third parties. In addition, our obligation to consummate the Merger is also subject to certain other conditions, including (i) the accuracy of the representations and warranties of Triumph in the Merger Agreement, (ii) compliance by Triumph with its covenants in the Merger Agreement and (iii) Triumph having satisfied its governance obligations under the stockholders agreement.
     The Merger Agreement contains certain termination rights for both Triumph and us. In the event of termination of the Merger Agreement under certain circumstances, Triumph may be required to pay us a termination fee of $9.5 million if stockholders fail to approve the issuance of Triumph common stock in the Merger or $25 million if Triumph’s board of directors changes its recommendation that stockholders approve the issuance of Triumph common stock in the merger. In the event of termination of the Merger Agreement under certain circumstances, if either party breaches certain covenants under the Merger Agreement, the breaching party may be required to pay the non-breaching party a termination fee of $75 million.
     The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.5, and is incorporated into this report by reference. The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Triumph, us or their or our respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by Triumph and Merger Sub, on the one hand, and by us, on the other hand, made solely for the benefit of the other.
     Certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between Triumph and Merger Sub, on the one hand, and us, on the other hand. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about the Triumph, us or Merger Sub at the time they were made or otherwise and should only be read in conjunction with the other information that Triumph or us makes publicly available in reports, statements and other documents filed with the Securities and Exchange Commission.

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PART III
Item 10.   Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
          Set forth below are the names, ages and positions of our directors and executive officers as of the date of this annual report. Officers are appointed by the Board of Directors until a successor is elected and qualified or until resignation, removal or death. No family relationship exists between any of our directors or executive officers.
         
Name   Age   Position
Elmer L. Doty
  55   President & Chief Executive Officer, Director
Keith B. Howe
  52   Vice President & Chief Financial Officer
Stephen A. Davis
  56   Vice President, Commercial Aerostructures (CAD)
Mark F. Jolly
  49   Corporate Controller and Principal Accounting Officer
Kevin P. McGlinchey
  44   Vice President, General Counsel & Secretary
Ronald A. Muckley
  56   Vice President, Engineering and Materiel
Dennis J. Orzel
  55   Vice President, Integrated Aerosystems (IAD)
Thomas F. Stubbins
  57   Vice President, Human Resources
Peter J. Clare
  44   Director
C. David Cush
  50   Director
Allan M. Holt
  57   Director
General John P. Jumper (U.S. Air Force Retired)
  65   Director
Ian Massey
  59   Director
Adam J. Palmer
  37   Director
Daniel P. Schrage
  66   Director
David L. Squier
  64   Director and Chairman
Samuel R. White
  67   Director
          Elmer L. Doty has served as our President and Chief Executive Officer and as a member of our Board of Directors since February 2006. Prior to joining the Company, Mr. Doty served as the Vice President & General Manager of BAE Systems (“BAE”) Ground Systems Division, a position he held since July 2005, when BAE acquired United Defense Inc. (“UDI”). Mr. Doty had served in the identical position with UDI since April 2001, with the additional duties of an executive officer of UDI. Prior to that time, he had served in other senior executive positions with UDI and its predecessor company FMC Corporation.
          Keith B. Howe has served as our Vice President and Chief Financial Officer since January 2007. His responsibilities include all financial and business management functions, including creation and implementation of financial strategy, control and accounting policy, treasury, risk management and insurance, budget, and financial and economic planning and analysis. Prior to joining the Company, Mr. Howe served as President and General Manager of the Armament Systems Division of BAE, a position he held since July 2005, when BAE acquired UDI. Mr. Howe had served in a substantially comparable position with UDI since January 2002 and, prior to that time, had served as the unit’s Deputy General Manager from October 1998 to December 2001 and as its Controller from September 1996 to October 1998. Prior to that time, Mr. Howe served in a number of senior financial executive positions with UDI.
          Stephen A. Davis has served as our Vice President, Commercial Aerostructures since January 2008. His responsibilities include all aspects of manufacturing operations and program management for major commercial customers, including manufacturing, marketing, business development and business management. Prior to that, Mr. Davis had served as Vice President, Programs since April 2006 with responsibility for all aspects of program management for both commercial and military customers, including marketing, business development, business management and design engineering. Prior to that, he was General Manager of Boeing Commercial Business, a position he held since December 2005, and had responsibility for leading the Company’s Boeing Commercial Programs. Previously, Mr. Davis was Vice President of Boeing and Gulfstream Commercial Programs and prior to that assignment, in August 2000, he served as part of Northrop Grumman’s Aerostructures business segment as Vice President of Fabrication at the Dallas, Texas site. He joined our company in January 1980 and has held positions of increasing responsibility since that time.

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          Mark F. Jolly has served as our Principal Accounting Officer since May 4, 2009 and as our Corporate Controller since joining the Company on February 4, 2009. From July 2008 until joining the Company in February 2009, Mr. Jolly was a partner of Tatum, LLC, where he provided clients with financial leadership and other project-specific services in the areas of financial controls, mergers and acquisitions. From September 2006 to November 2007, Mr. Jolly served as Corporate Vice President, Principal Accounting Officer and Global Controller of Thermadyne Holdings Corporation where he was responsible for all accounting, financial and SEC reporting functions. From August 2005 until September 2006, Mr. Jolly served as Chief Financial Officer of idX Corporation, where his responsibilities included oversight of IdX’s accounting, financial, treasury and information technology departments. From October 2000 until June 2005, Mr. Jolly served as Global Controller for Koch Industries, Inc. John Zink in the areas of accounting, finance and information technology, and from June 1986 through September 2000 Mr. Jolly worked for General Dynamics Corporation in a variety of finance related roles of increasing responsibility. Mr. Jolly began his career with Price Waterhouse in 1982. Mr. Jolly is a Certified Public Accountant, and has an undergraduate degree in Business Administration — Accounting & Finance from Central Missouri State University in 1982.
          Kevin P. McGlinchey has served as our Vice President, General Counsel and Secretary since September 2006. His responsibilities include leadership of the legal, internal audit and corporate governance organizations. Mr. McGlinchey has been with Vought and its predecessor company since 1995, when he joined the corporate legal staff of the Northrop Grumman. Since that time, he has held positions of increasing responsibility with the legal departments of Northrop Grumman and later with Vought, serving most recently as Deputy General Counsel and Assistant Corporate Secretary. He is a member of the bar in Texas, Pennsylvania and the District of Columbia.
          Ronald A. Muckley has served as our Vice President, Engineering and Materiel since September 2008. Mr. Muckley joined Vought in January 2008 serving originally as our Vice President of Engineering. His current responsibilities include all aspects of product engineering and management of our strategic approach to suppliers. Prior to joining Vought, Mr. Muckley served as Vice President and General Manager of TRW’s North American Braking and Suspension business since 2001. Prior to that, he served as Director of Engineering and Vice President and General Manager of Safety/Security Electronics at TRW since 1992.
          Dennis J. Orzel has served as our Vice President, Integrated Aerosystems since January 2008. His responsibilities include all aspects of manufacturing operations and program management for military and some commercial customers, including manufacturing, marketing, business development and business management. Prior to that, Mr. Orzel has served as Vice President of Manufacturing Operations since he joined Vought in August 2006. In that role, he oversaw manufacturing operations for Vought including the implementation of Lean Manufacturing and Six Sigma as core strategies in driving operational improvements. Prior to joining Vought, Mr. Orzel served since March 2003 as Vice President for Operations and Distribution for the Transportation Division of Exide Technologies Corporation, where he was responsible for production planning, manufacturing, distribution, transportation and logistics. At Exide, he led efforts to restructure the operational footprint, reduce finished goods inventory and increase plant productivity through the utilizations of lean tools and methodologies. Prior to that, Mr. Orzel was the General Manager of the Turbine Module Center at Pratt and Whitney Aircraft Division of United Technologies.
          Thomas F. Stubbins has served as our Vice President, Human Resources and has led the Human Resources organization since April 2004. His responsibilities include oversight of human resources strategy and policies including benefits design, compensation, succession planning and organizational development. Previously, Mr. Stubbins served as the Company’s Director of Human Resources and Administration since 2000. He has been with Vought and its predecessor companies since 1980 serving positions of increasing responsibility in the Human Resources and Administration organization.
          Peter J. Clare has served as a member of our Board of Directors since February 2005. Mr. Clare is currently a Partner and Managing Director of Carlyle, as well as head of Carlyle’s Global Aerospace/Defense/Government Services group. Mr. Clare has been with Carlyle since 1992 and currently serves on the boards of directors of ARINC, Wesco Holdings, Inc., Booz Allen Hamilton, Inc. and Sequa Corporation.
          C. David Cush has served as a member of our Board of Directors since May 2007. Mr. Cush has a broad background in airline sales, operations and finance. Since December 2007, Mr. Cush has served as President and CEO of Virgin America. Prior to that time, he served as Senior Vice President of Global Sales for American Airlines, responsible for all sales activities worldwide. Previous positions with American include vice president of the company’s St. Louis Hub and vice president of International Planning and Alliances. Mr. Cush also spent approximately two years with Aerolineas Argentinas, where he had been chief operating officer from November 1998 to March 2000.

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          Allan M. Holt has served as a member of our Board of Directors since 2000. Mr. Holt has been a Partner and Managing Director of Carlyle since 1991 and he is currently co-head of the U.S. Buyout group focusing on opportunities in the Aerospace/Defense/Government Services, Automotive & Transportation, Consumer, Healthcare, Industrial, Technology and Telecom/Media sectors. Prior to joining Carlyle, Mr. Holt spent three and a half years with Avenir Group, Inc., an investment and advisory group that acquired equity positions in small and medium-sized companies and provided active management support to its acquired companies. He also serves on the boards of directors of Fairchild Imaging, Inc., HD Supply, HCR Manor Care, Sequa Corporation and SS&C Technologies, Inc. as well as on the non-profit boards of directors of The Barker Foundation Endowment Fund, The Hillside Foundation, Inc., The National Children’s Museum and The Smithsonian National Air and Space Museum.
          General John P. Jumper (U.S. Air Force Retired) has served as a member of our Board of Directors since June 2006. General Jumper retired from the United States Air Force in 2005 after a distinguished 39-year military career. In his last position as Chief of Staff he served as the senior military officer in the Air Force leading more than 700,000 military, civilian, Air National Guard and Air Force Reserve men and women. As Chief of Staff he was a member of the Joint Chiefs of Staff providing military advice to the Secretary of Defense, the National Security Council and the President. He currently serves on the boards of directors of Goodrich Corporation, TechTeam Global, Jacobs Engineering, SAIC and Somanetics, as well as on the non-profit boards of directors of The American Air Museum in Britain, the VMI Board of Visitors, Air Force Village Charitable Foundation and the George C. Marshall Foundation.
          Ian Massey has served as a member of our Board of Directors since 2001. Mr. Massey has been a qualified management accountant since 1979. In September 2001, Mr. Massey joined Republic Financial Corporation as President of the Aircraft and Portfolio Group and was subsequently promoted to Executive Vice-President in 2004 with added responsibility for the Private Equity Group of the company and Marketing & Communications. From January 1980 to December 1990, Mr. Massey served in a variety of financial positions with British Aerospace in the UK. From January 1991 to February 2001, Mr. Massey was Financial Controller of Airbus Industrie having been appointed by its Supervisory Board in January 1991. Mr. Massey joined the board of directors of Pinnacle Airlines as a director in January 2006.
          Adam J. Palmer has served as a member of our Board of Directors since 2000. Mr. Palmer has been a Partner of Carlyle since 2005, and since 2004 has served as a Managing Director of Carlyle, focused on U.S. buyout opportunities in the aerospace, defense and information technology sectors. Prior to joining Carlyle in 1996, Mr. Palmer was with Lehman Brothers focusing on mergers, acquisitions and financings for defense electronics and information services companies. Mr. Palmer also serves on the boards of directors of Sequa Corporation and Wesco Holdings, Inc.
          Daniel P. Schrage has served as a member of our Board of Directors since June 2006. Dr. Schrage serves as Professor of Aerospace Engineering and Director of the Center for Excellence in Rotorcraft Technology (CERT) and Director of the Center for Aerospace Systems Engineering (CASE) at the Georgia Institute of Technology. Prior to becoming a professor at Georgia Tech, Dr. Schrage was an engineer, manager, and senior executive with the U.S. Army Aviation Systems Command from 1974-1984. During this period he served as the Director for Advanced Systems, Chief of Structures and Aeromechanics, Vibration and Dynamics Engineer and was directly involved with the design, development, and production of all of the Army’s current helicopter systems, including the UH-60 Black Hawk, the AH-64 Apache, CH-47 Chinook, and the OH-58D Kiowa Warrior. Dr. Schrage also served for 11 years as an Army Aviator and commander with combat experience in Southeast Asia. Dr. Schrage serves as the co-director of a small business partnership, Affordable Systems Designs, LLC (ASD).
          David L. Squier has served as a member of our Board of Directors since 2000. In March 2006, Mr. Squier was elected as Chairman of the Board. Mr. Squier has been a consultant and advisor to Carlyle since 2000. He retired from Howmet Corporation in October 2000 where he served as President and Chief Executive Officer since 1992. As Chief Executive Officer, he was responsible for the operations of an organization with more than $1.5 billion in annual sales and some 29 manufacturing facilities in five nations. He is the chairman of the board of directors of United Components, Inc. In addition, Mr. Squier serves on the boards of directors of Sequa Corporation and Wesco Aircraft Hardware Corp. Mr. Squier served on the board of directors of Howmet Corporation from 1987 until his retirement in 2000.

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          Samuel R. White has served as a member of our Board of Directors since 2000. Mr. White has been retired since 2000. Formerly, he served as Director of Procurement and International Business Operations for the Boeing Company from 1990 to 2000. In his former position, he oversaw the procurement of major structure end items and assemblies from suppliers throughout the world. He also played an integral role in the development of Boeing Commercial’s global procurement strategy. From 1990 to 2000, Mr. White led the strategic process at Boeing for procurement of all major structures on a global basis.
Board Leadership Structure and Role in Risk Oversight
          We have ten directors. Each director is elected to serve until a successor is elected. Our Board is chaired by an individual other than our chief executive officer and each of the Committees of the Board are comprised exclusively of non-executive directors.
          The Board retains the ultimate responsibility for the oversight of risks that affect the Company. When granting authority to Company management, approving Company strategies and when considering and evaluating management reports, the Board considers, among other things, the risks affecting the Company. The Board performs this oversight function, in part, through its committee structure. The Board has delegated to the audit committee the authority to consider, in the first instance, policies and practices relating to the assessment of risk and to assist the Board in identifying and considering the risks that affect the Company, including those relating to financial reporting and disclosure, and in evaluating the plans developed by the Company to address those risks. In conjunction with its regularly scheduled meetings, the Audit Committee meets with the independent registered public accounting firm in executive sessions at least quarterly, and with the Chief Financial Officer, the Chief Internal Audit Executive, and with the General Counsel as determined from time to time by the Audit Committee.
Committees of the Board of Directors
          The Board has established three standing committees.
          Audit committee. Our audit committee is responsible for, among other things, making recommendations concerning the engagement of our independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees, reviewing the adequacy of our internal accounting controls, and considering risks affecting the company including those relating to finanacial reporting and disclosure and evaluating plans developed by the company to address those risks.. The audit committee is comprised of Messrs. Massey, Palmer and White. Mr. Massey serves as the chairman of the audit committee. The audit committee operates pursuant to a charter that was approved by our Board of Directors
          Our board of directors has determined that we have at least one “audit committee financial expert” (as defined in Item 407(d)(5)(ii) of Regulation S-K) serving on our audit committee, and has identified Mr. Massey as that expert.
          Our board of directors also has determined that Mr. Massey is “independent” according to criteria generally consistent with the criteria established by major stock exchanges; however, our capital stock is not listed on any exchange and we are not subject to any particular definition of director independence
          Governance and Nominating Committee. Our governance and nominating committee is responsible for assisting the Board of Directors in selecting new directors, evaluating the overall effectiveness of the Board of Directors, and reviewing developments in corporate governance compliance. The governance and nominating committee is comprised of Messrs. Clare, Cush, Jumper and Schrage.
          The governance and nominating committee has not adopted a formal process regarding the identification, evaluation and recommendation of qualified candidates to fill Board vacancies as they occur. Similarly, the Board has not adopted a formal policy regarding the manner in which the governance and nominating committee should consider diversity as part of its process, although the committee would intend to consider, with respect to the filling of future Board vacancies, the degree to which identified candidates would increase the Board’s degree of diversity both with respect to relevant industry experience as well as with respect to issues of gender, race, national origin and similar characteristics.

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          Compensation committee. The compensation committee is responsible for determining compensation for our executive officers and administering our equity based compensation plans and other compensation programs. The compensation committee is also charged with establishing, periodically re-evaluating and, where appropriate, adjusting and administering policies concerning compensation of management personnel, including the Chief Executive Officer and all of our other executive officers. The compensation committee is comprised of Messrs. Squier, Clare and Palmer.
          Compensation committee interlocks and insider participation. None of the members of our compensation committee at any time has been one of our executive officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of our Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.
          We are a closely held corporation, and there is currently no established public trading market for our common stock. The election of members of our board of directors is at the discretion of our controlling stockholders, subject only to the criteria, if any, set forth in our certificate of incorporation and by-laws. In addition, certain of our stockholders have entered into a stockholders’ rights agreement, as further described in Item 13, Certain Relationships and Related Transactions, which among other things relates to voting of their shares in an election of directors. There were no material changes in 2008 to the procedures by which security holders may recommend nominees to our board of directors.
Code of Ethics
          The audit committee and our Board of Directors have adopted a code of ethics (within the meaning of Item 406(b) of Regulation S-K) that applies to the Board of Directors, Chief Executive Officer, Chief Financial Officer and Controller. Our Board of Directors believes that these individuals must set an exemplary standard of conduct for our company, particularly in the areas of accounting, internal accounting control, auditing and finance. The code of ethics sets forth ethical standards the designated officers must adhere to. The code of ethics is filed as Exhibit 14.1 to this Form 10-K and has been posted to the Company’s website (www.voughtaircraft.com). Information contained on our website is not part of this report and is not incorporated in this report by reference.
Item 11.   Executive Compensation
Compensation Discussion and Analysis
          Our company’s named executive officers for the purposes of this report are Elmer L. Doty, our President and CEO, Keith B. Howe, our Vice President and CFO, Stephen A. Davis, our Vice President, Commercial Aerostructures, Kevin P. McGlinchey, our Vice President, General Counsel and Corporate Secretary, Ronald A. Muckley, our Vice President, Engineering and Materiel, and Joyce E. Romero, who served as our Vice President, Advanced Aero-Solutions Division until her termination of employment on July 31, 2009 in connection with the sale of our Charleston 787 operations. Collectively, these officers are sometimes referred to as the Named Executives. The following discussion summarizes the compensation awarded to the Named Executives during 2009.
          Role of the Compensation Committee. The compensation committee was established for the purpose of overseeing our compensation programs and strategies, management development and succession plans and strategies, and for administering our equity-based compensation plans. With respect to executive compensation, the responsibilities of the compensation committee include:
    approving the compensation policies and approving all elements of compensation for our executive officers (including base pay, annual incentive compensation, and long-term incentives);
    administering our equity-based compensation plans;
    approving goals and objectives relevant to the compensation of our Chief Executive Officer and evaluating our Chief Executive Officer’s performance in light of those objectives; and
    reviewing our management development and succession planning practices and strategies.
          The compensation committee is supported by our human resources organization, which prepares recommendations regarding executive compensation for the compensation committee’s consideration. Because individual performance plays a significant role in the setting of executive compensation, the compensation committee also receives input from our Chief Executive Officer regarding the performance of those executives reporting to him.

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          The compensation committee is comprised of Messrs. Squier (chair), Clare and Palmer. Each of the current members of the compensation committee served on the committee for the entirety of 2009.
          Objectives of the Executive Compensation Program. Performance (as measured by the overall performance of our company and an individual’s contribution to that performance) is the cornerstone of our overall compensation program. We seek to provide pay and benefits that are externally competitive and internally equitable, supportive of the achievement of our business objectives, and reflective of both our company’s performance and the individual executive officer’s contribution to that performance. Our executive compensation program supports this overall compensation philosophy, with an additional focus placed on ensuring the retention of key individuals. More specifically, the goals of our executive compensation programs are to:
    attract and retain strong business leaders;
 
    pay competitively within the aerospace industry for total compensation; and
 
    motivate the executive team by linking pay to our company’s performance and the individual executive officer’s contribution to that performance.
          In establishing annual total compensation for the executive officers, the compensation committee reviews base salary, annual incentive compensation, and annual total compensation against executive compensation surveys compiled by PricewaterhouseCoopers, an outside compensation consultant retained directly by the compensation committee for the purpose of providing aggregate pooled survey data and other consulting services to the committee with regard to executive compensation. Surveys used for this purpose reflect the aggregate pooled data regarding compensation levels and practices for individuals holding comparable positions at an array of companies, with annual revenues comparable to ours, in the aerospace industry (when available) as well as durable goods manufacturing, general manufacturing and general industry, which we believe are strongly related to the aerospace industry in each case. Although the compensation committee reviews and considers the aggregate survey data for the purposes of developing an understanding of compensation levels and practices generally, the committee does not benchmark our executive officers’ compensation against a specific group of comparable companies.
          In general, the compensation committee’s philosophy is to provide annual total cash compensation to our executive officers (i.e., base salary and annual incentive compensation) at levels equal to or slightly above market for instances in which our annual and individual performance targets have been achieved. Individual variations from the market reflect differences in an individual officer’s experience, internal equity considerations and/or individual performance. Executive officer compensation is reviewed with respect to these factors on an annual basis, and may be adjusted up or down accordingly in connection with any promotion or significant change in an executive officer’s responsibilities.
          Elements of Executive Compensation. Our executive compensation program is comprised of the following components:
          Annual Compensation
    Base Salary
 
    Annual Incentive Bonus
          Long-term Compensation
    Equity-Based Awards
 
    Other Benefits

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Annual Compensation.
          Base Salary. Base salaries for executive officers are determined in relation to a market value established for each executive position. These market values are developed through the use of compensation surveys compiled by PricewaterhouseCoopers, the outside executive compensation consultant retained by the compensation committee, and are based upon data derived from the aerospace industry (when available) as well as durable goods manufacturing, general manufacturing and general industry, adjusted for company size, comparing executives with comparable responsibilities at other companies within these industries. This process has typically resulted in our establishment of base salaries between 85% and 115% of the market rate (at the 50th percentile of the surveyed companies) in recognition of the particular competencies, skills, experience and performance of the particular individual, as well as consideration of the significance of the individual executive’s assigned role as it relates to our business objectives and internal equity considerations. However, individual salaries may be above or below this level due to business or industry trends or other individual factors such as experience, internal equity, and sustained individual performance. Base salaries for executive officers are reviewed on an annual basis and at the time of promotion, hiring, or as necessary as the result of a significant change in responsibilities.
          Annual Incentive Bonus. Incentive bonus compensation is designed to align the compensation of individual executives with the achievement of our company’s specified annual business objectives, and to motivate and reward individual performance in support of those objectives. To that end, the annual bonus awarded to an individual executive is determined by the application of both a business performance factor (BPF) and an individual strategic performance factor (SPF). Performance with respect to the BPF is measured by our company’s performance against one or more predetermined business objectives. BPF objectives are established each year and reflect a significant measure of our company’s performance. Typically, the BPF will be comprised of one or more financial measures that reflect the key areas of focus for the executive team during the upcoming year and that are indicative of the performance that our bonus program seeks to reward. Performance with respect to the SPF is determined based upon a subjective evaluation of the executive’s individual performance including an assessment of the executive’s performance with respect to individual objectives that are established annually and are designed to align the executive’s performance with key objectives of the business within that individual officer’s area of responsibility. An individual officer’s SPF factor is determined as part of the officer’s annual performance evaluation. The rating for each factor in a given year may range from 0 to 2.0, depending upon the degree to which the particular BPF and SPF objectives were met. In order to ensure that our executive officers focus on the achievement of our company’s key performance objectives, a significant portion of their bonuses determined by the achievement of our overall objectives as reflected by the BPF. For 2009, 70% of the annual incentive bonus for each of our executive officers was determined based upon our company’s performance against BPF objectives, with the remaining 30% of the bonus determined by the individual’s performance as reflected in the SPF.
          Annual incentive bonuses are awarded as a percentage of each officer’s annual base salary, with an individual annual bonus target percentage established for each individual executive officer. The program is designed to provide a payout at the target level when the applicable performance objectives are achieved, with either no payout or payout at a reduced level when those objectives are not achieved or are achieved below target level and with a maximum bonus opportunity equal to two-times the amount of the target payout. The target-level and maximum bonus opportunities for each of the Named Executives for 2009 are set forth on the Grants of Plan-Based Awards table. In order to ensure that the bonus amounts are truly reflective of performance during the year, the compensation committee has the discretion to make appropriate adjustments in the application of the BPF to address situations in which the occurrence of unusual events during the course of the year has a significant impact on the application of the BPF and where the BPF would, if unadjusted, fail to accurately reflect company performance.

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          In the case of the 2009 annual incentive bonuses for Messrs. Doty and Howe, McGlinchey and Muckley, the BPF was comprised of two Company-level BPF objectives. Specifically, 35% of the 2009 bonus for those executive officers was based upon our company’s ability to meet a pre-determined cash-flow objective, and 35% of the bonus was based upon our company’s ability to meet a pre-determined earnings target. The remaining 30% of the bonus formula was based upon the subjective assessment of their individual performance as reflected in the SPF rating. The specific performance targets established with respect to each of the Company-level BPF measures were designed such that achievement of a BPF factor of 1.0 represented a significant management challenge. Our performance that exceeded this target would be reflected by a BPF factor above 1.0, with the maximum BPF factor of 2.0 designed to reflect a level of performance that the management team would have substantial difficulty achieving. The cash-flow target for 2009 would have been achieved (and a corresponding BPF rating of 1.0 would have been assigned for this measure) if we achieved a positive a cash flow of at least $45 million in 2009. The earnings target would have been achieved (and a corresponding BPF rating of 1.0 would have been assigned for this measure) if we generated $191 million of EBIT in 2009. As a result of our company’s performance against each of the designated objectives, and after giving effect to certain adjustment designed to take into account Company performance with respect to certain unanticipated developments during the course of 2009, the BPF for 2009 was determined to be 2.0 with respect to the cash-flow measure and 1.0 with respect to the earnings measure. After application of the Company’s performance against the BPF measures, as well as performance measured by their respective SPF ratings, the bonuses awarded under the 2009 Management Incentive Plan to each of Messrs. Doty, Howe, McGlinchey and Muckley were equal to 1.5, 1.5, 1.65, and 1.44 times their respective annual bonus targets.
          Because Ms. Romero was not employed at the end of 2009 fiscal year, she was not eligible to receive and did not receive a bonus under our 2009 Management Incentive Plan
          The 2009 BPF objective for Mr. Davis was comprised of a combination of the company-level cash-flow and earnings targets described above, as well as separate, division-specific cash flow and earnings targets. Specifically, 7.5% of Mr. Davis’s bonus was based upon the company’s ability to meet the company-level cash-flow objective described above, and 7.5% of the bonus was based on the company’s ability to meet the above-described company-level earnings target. In addition, 27.5% of Mr. Davis’s bonus was based upon the Commercial Aerostructures Division (CAD)’s ability to meet a pre-determined cash-flow objective and 27.5% of the bonus was based on that division’s ability to meet a pre-determined earnings target. The remaining 30% of Mr. Davis’ bonus was based upon the subjective assessment of his performance as reflected in the SPF rating. The CAD cash-flow target for 2009 would have been achieved (and a corresponding BPF rating of 1.0 would have been assigned for this measure) if the Division generated a positive cash flow of $93 million in 2009. The CAD earnings target would have been achieved (and a corresponding BPF rating of 1.0 would have been assigned for this measure) if CAD generated $110 million of EBIT in 2008. As a result of CAD’s performance against each of the designated objectives, the BPF for CAD for 2009 was determined to be 0 with respect to the cash-flow measure and .7 with respect to the earnings measure. After application of the Company’s and Division’s performance against the BPF measures, as well as performance measured by Mr. Davis’ SPF rating, Mr. Davis was awarded a bonus for 2009 equal to approximately 0.63 times his annual bonus target.
          In addition to the amounts paid to executive officers under the annual management incentive plan described above, additional discretionary cash bonus awards were made to a number of executives to reflect their contribution to the Company’s success in meeting certain unanticipated challenges that arose during the year. Such awards included payments in the amounts of $100,000; $127,978; $203,817; and $66,057 made to Messrs. Doty, Howe, McGlinchey and Muckley, respectively.
Long-Term Compensation.
          Equity-Based Awards. Our executive officers are eligible to receive long-term incentives in the form of equity-based awards, including stock options, stock appreciation rights, or SARs, and restricted stock units, or RSUs. These awards are designed to attract, retain and motivate key executive personnel and to align management decision-making with our long-term strategic objectives and long-term performance, thereby aligning executives’ interests with those of our stockholders.

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          Each SAR granted allows the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant in shares of our common stock. The compensation committee determines the terms of the SARs granted, including when such rights become exercisable. Each RSU is a contingent right to receive a share of our restricted common stock in the future in accordance with terms and conditions established by the compensation committee. The compensation committee determines the number of RSUs granted to any employee and the conditions under which the RSUs will vest. The compensation committee imposes vesting conditions based on continuous employment and/or the achievement of specific performance goals. RSUs that do not vest are forfeited.
          Equity-based awards are not awarded to executives on an annual basis, but rather have been granted to our executive officers from time to time, when, in the opinion of the compensation committee, existing outstanding awards were insufficient to properly support the objectives of our equity-based award program. To that end, in 2006, we adopted the Vought Aircraft Industries, Inc. 2006 Incentive Award Plan (the “2006 Incentive Plan”). In general, awards made under the Plan to Company executives with a combination of SARs and RSUs designed to ensure that a significant portion of the potential value of the grant was dependent upon an increase in the value of our common stock (reflected by the SARs component), thereby aligning the equity awards with the long-term interest of our shareholders, while a smaller component of the award provided compensation in the form of full-value share grants (the RSU component) to more greatly reward current performance subject to continued performance. In order to provide an appropriate retention incentive, such awards, whether or not vested, are subject to forfeiture in the event of an employee’s voluntary termination of employment or termination of employment for cause prior to the payment of the shares.
          Subsequent to the adoption of the 2006 Incentive Plan, individual equity awards have been made from time to time in conjunction with a particular executive’s hiring, promotion or significant increase in responsibilities, or to reward unique individual performance achievements. In general, these awards were designed, collectively, to provide those executives with a degree of equity participation in the Company consistent with their respective position responsibilities, performance to date, as well as each executive’s potential for contributing to our company’s success.
          In order to secure the continued services of Mr. Doty, during 2009 the Company made an award to Mr. Doty of an additional 125,000 SARs. As a condition of his receipt of that additional award, Mr. Doty entered into an amendment of his 2006 RSU award to provide that such award, which was previously eligible for vesting on May 25, 2009, would not vest until the occurrence of a change in control of the company (as defined under that agreement).
          The financial target for the purpose of vesting SAR and RSU awards that were eligible to vest based on the January 1, 2009 through December 31, 2009 performance period was an Adjusted EBIT Margin of 10%. “Adjusted EBIT Margin” means our consolidated earnings before interest and taxes, as reflected on our consolidated financial statements for 2008, but excluding any non-recurring items, divided by our consolidated gross revenues, excluding non-recurring items. Because our performance for the 2009 performance period exceeded that target, all awards eligible for vesting in 2009 based upon the achievement of that target were vested.
          Awards under our equity plans are typically granted at regularly scheduled meetings of the compensation committee (or, in the case of grants made to directors, regularly scheduled meetings of our Board of Directors), or in conjunction with the hiring of new executives. We do not grant discounted options or SARs; rather, all option and SARs awards are granted with exercise prices at no less than the fair market value of the underlying shares at the time of the grant.

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Other Benefits
          In order to assist our executives in fully utilizing the benefits and other compensation made available to them under our executive compensation programs, we currently offer our executive officers, on a taxable basis; reimbursement of amounts expended for financial services, including financial planning and tax preparation. In recognition of the fact that their positions as executive officers may expose our executives to an increased potential for personal liability claims asserted against them, we offer our executive officers supplemental personal liability insurance coverage. Because we believe strongly that the health of our executive team contributes directly to their effectiveness and longevity, we provide our executive officers with a comprehensive annual physical. In order to defray the costs to our executive officers associated with any relocation that may be required in connection with the performance of their assigned duties, we provide relocation assistance, which may include temporary housing, transportation, and reimbursement of other relocation expenses. The costs to us associated with providing all of these benefits to Messrs. Doty, Howe, Davis, McGlinchey and Muckley in 2009 are reflected in the “Other” column of the following All Other Compensation Table.
          We also provide our executive officers with customary benefits, such as 401(k), medical, dental, life insurance and disability coverage under the same benefit plans and under the same terms and conditions applicable generally to most of our non-represented employees. Like most of our non-represented employees, executive officers that were hired prior to October 10, 2005 also participate in our defined benefit retirement plans, on the same terms and conditions as other non-represented employees. Like other participants in those plans, those executive officers who participated in those plans, but who had attained fewer than 16 years of seniority under the plans as of December 31, 2007, ceased to accrue benefits under the defined benefit plans effective December 31, 2007. Mr. Davis is the only Named Executive who is currently accruing a benefit under our defined benefit plan. Like most other similarly situated, non-represented employees, executive officers who are not eligible to accrue benefits under our defined benefit plans receive an additional, weekly defined contribution benefit contributed to our Savings and Investment Plan in an amount equal to 3% of eligible compensation in lieu of participation in the defined benefit plans. Executives participating in our tax-qualified defined benefit retirement plan are also participants in our non-qualified defined benefit plan, which, when combined with benefits payable under the qualified plan, is designed to provide our executives with a benefit that is, in the aggregate, substantially equal to the amounts that would have been payable under the qualified plan in the absence of applicable IRS limits regarding the compensation that may be covered under the qualified plan or the maximum benefits payable under the qualified plan. The accruals of benefits under that non-qualified plan were frozen as of December 31, 2007 for all plan participants, including Mr. Davis. Additionally, effective December 1, 2009, the Company terminated the non-qualified plan with respect to all active participants. As a result, all benefits accrued under the plan with respect to active participants, including Named Executives will be paid in the form of a lump sum in December 2010.
Severance Arrangements.
          In order to help secure the focus of certain of our executive officers on their assigned duties, we have entered into employment agreements with each of Messrs. Doty, Howe, and Davis. These agreements each provide for the payment of severance in the event that such executive’s employment is terminated by us without “cause” or the executive resigns for “good reason,” as those terms are defined in the respective agreements. Each executive’s severance consists of a payment of one year’s base salary and one year’s medical insurance premiums for the executive and his spouse and dependents. Those agreements currently extend through December 31, 2010 in the case of Messrs. Doty and Howe, and October 31, 2010 in the case of Mr. Davis. Each of these agreements is subject to automatic annual extension for successive one-year periods unless timely notice of non-renewal is provided. In order to further protect our company’s interests, each agreement also includes certain non-competition and non-solicitation provisions, applicable for a period of 12 months following the termination of employment.

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          As previously disclosed, on July 29, 2009, the Company entered into an amendment to the Employment Agreement between the Company and Joyce E. Romero, Vice President of the Company’s 787 division, dated August 28, 2007 and previously amended on December 31, 2008 (the “Romero Agreement”). The amendment increased certain severance amounts payable to Ms. Romero and provided other severance benefits in the event of the termination of her employment under certain circumstances following the divestiture of the Company’s Charleston operations. As a result and following Ms. Romero’s subsequent qualifying termination of employment under the terms of that agreement, Ms. Romero received: (i) a lump sum payment equal to 18 months of her annual base salary plus 1.5 times her annual target bonus; (ii) a lump sum payment in respect of continued medical benefits; (iii) reimbursement of reasonable relocation expenses; and (iv) 12 months of executive outplacement services. In addition, in accordance with that amendment, upon the termination of her employment, Ms. Romero received accelerated vesting of her unvested restricted stock units held as of the termination date.
Effect of a Change in Control.
          During 2009 we did not have change in control agreements in place covering our executive officers, nor do the employment arrangements for any executive officers provide for any additional benefits in connection with the occurrence of a change in control. The 2006 Incentive Award Plan provides that, if a change in control occurs and a participant’s SARs and RSUs awards do not remain outstanding and are not converted, assumed, or replaced by a successor entity, then immediately prior to the change in control, such awards outstanding under the plan shall become fully exercisable and all forfeiture restrictions on such awards shall lapse. We included this acceleration provision to ensure that the executives’ awards, which comprise a significant component of their compensation and constitute a material inducement for such executives to remain employed by us, would entitle the executives to an equitable payment or substitution in the event such awards were no longer available following the occurrence of a corporate transaction.
          The agreements governing awards of RSUs granted to our executive officers provide that any then vested awards shall become payable upon the occurrence of a change in control. In addition, the agreement governing awards of RSUs to Mr. Doty as well as the agreement governing one of the awards to Mr. Howe provide for the vesting and payment of those awards upon the occurrence of a change in control. In 2000, we adopted a deferred compensation plan in order to permit then-current executives to make a one-time deferral of certain retention bonuses payable to those executives upon their completion of a one-year retention period. No other deferrals have been made pursuant to the plan since 2000. The terms of each participant’s deferral provided that amounts deferred would be payable upon the occurrence of a change in control of our company as defined therein. We have only one current executive officer who is a participant in the deferred compensation plan and his account balances under the plan are included in the following Deferred Compensation Table.
Compensation Risk Assessment.
          We have conducted a risk assessment of our employee compensation policies and practices, including those relating to our Named Executives. In conducting this risk assessment, we reviewed, among other things, our compensation plans and their related elements, pay profiles, performance goals, and our performance appraisal management process. Based on the results of our risk assessment, we believe that our employee compensation policies and practices, including those relating to our named executives, do not create risks that are reasonably likely to have a material adverse effect on the company.

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2009 Summary Compensation Table
          The table below shows the before-tax compensation for the Named Executives during 2009:
                                                                         
    Annual Compensation   Long-term Compensation        
                                            Non-Equity   Change        
                            Restricted   Stock   Plan Incentive   in   All other    
                    Bonus   Stock Units   Options   Compensation   Pension   Compensation   Total
Name and Principal Position   Year   Salary   (2)   (3)   (4)   (5)   Value (6)   (7)   Compensation
Elmer L. Doty
    2009       656,511       100,000             721,250       984,767       N/A       33,305       2,495,833  
President, Chief Executive
    2008       634,828                         636,156       N/A       43,089       1,314,073  
Officer and Director
    2007       564,967                         738,599       N/A       74,301       1,377,867  
 
                                                                       
Keith B. Howe
    2009       347,839       127,978                   391,319       N/A       44,630       911,766  
Executive Vice President
    2008       339,085                         253,276       N/A       44,360       636,721  
and Chief Financial Officer
    2007       305,000       200,000       1,219,753       418,250       319,688       N/A       82,880       2,545,571  
 
                                                                       
Stephen A. Davis
    2009       289,963                         109,171       123,815       11,025       533,974  
Vice President, Commercial
    2008       282,665                         232,735       177,377       11,868       704,645  
Aerostructures
    2007       244,163             56,256       104,608       200,781       335,174       11,183       952,165  
 
                                                                       
Kevin P. McGlinchey
    2009       251,803       203,817                   207,737       (5,446     17,855       675,766  
Vice President, General
    2008       249,987                         122,231       14,934       18,639       405,791  
Counsel & Secretary
    2007       235,892                         126,764       61,458       13,469       437,583  
 
                                                                       
Ronald A. Muckley
    2009       280,529       66,057                   201,981       N/A       18,500       567,067  
Vice President, Engineering
    2008       248,771             238,500             126,397       N/A       134,216       747,884  
and Materiel
                                                                       
 
                                                                       
Joyce E. Romero
    2009       191,348                               N/A       814,749       1,006,097  
Vice President, Advanced
    2008       228,070             310,050             149,347       N/A       84,025       771,492  
Aero-Solutions (1)
    2007       45,227             178,875             35,329       N/A       14,770       274,201  
 
(1)   Ms. Romero served as our Vice President, Advanced Aero-Solutions (787) Division until the termination of her employment on July 31, 2009 in connection with the sale of our Charleston 787 operations.
 
(2)   The amounts in this column with respect to Messrs. Doty, Howe, Davis, McGlinchey and Muckley consist of bonuses paid to reflect their contribution to the Company’s success in meeting certain unanticipated challenges that arose during 2009.
 
    The amount in this column with respect to Mr. Howe also consists of a bonus in the amount of $200,000 paid to Mr. Howe at the time of his commencement of employment in 2007 in accordance with the terms of his employment agreement.
 
(3)   The amounts in this column reflect the grant date fair value in accordance with the Compensation — Stock compensation topic of the ASC of the restricted stock units awarded, disregarding any estimates of forfeitures related to service-based vesting requirements. The assumptions used in calculating these amounts are set forth in Note 17 to our annual consolidated financial statements included elsewhere in this annual report on Form 10-K.
 
(4)   The amounts in this column reflect the grant date fair value in accordance with the Compensation — Stock Compensation topic of the ASC of the stock appreciation rights and stock options awarded, disregarding any estimates of forfeitures related to service-based vesting requirements. The assumptions used in calculating these amounts are set forth in Note 17 to our consolidated financial statements included elsewhere in this annual report on Form 10-K.
 
(5)   The amounts in this column represent the annual incentive bonus earned by executives for 2009, 2008 and 2007.

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(6)   The amounts in this column reflect the actuarial increase in present value of the executive officer’s benefits under our qualified and non-qualified defined benefit plans determined using interest rate and mortality rate assumptions consistent with those used in the preparation of our consolidated financial statements. See Note 14 to our consolidated financial statements included in Item 8 of this report. Ms. Romero and Messrs. Doty, Howe and Muckley do not participate in the plans as they were each hired after October 10, 2005 when the plans were closed to new participants.
 
(7)   The amounts in this column include all other compensation as detailed in the following All Other Compensation Table.
                                                 
            All Other Compensation Table for 2009            
                    Executive                
            Financial   Relocation   Contribution to           Total Other
    Year   Planning   (1)   Savings Plan (2)   Other (3)   Compensation
Elmer L. Doty
    2009     $ 9,033     $     $ 17,150     $ 7,122     $ 33,305  
 
    2008       24,435             16,100       2,554       43,089  
 
    2007       14,682       31,709       15,750       12,160       74,301  
 
                                               
Keith B. Howe
    2009       24,608             14,897       5,125       44,630  
 
    2008       29,525             12,007       2,828       44,360  
 
    2007       6,200       43,110       11,781       21,789       82,880  
 
                                               
Stephen A. Davis
    2009       495             9,800       730       11,025  
 
    2008       1,935             9,200       733       11,868  
 
    2007                   8,031       3,152       11,183  
 
                                               
Kevin P. McGlinchey
    2009                   17,125       730       17,855  
 
    2008                   15,970       2,669       18,639  
 
    2007                   8,957       4,512       13,469  
 
                                               
Ronald A. Muckley
    2009       650             17,120       730       18,500  
 
    2008             84,091       15,565       34,560       134,216  
 
                                               
Joyce E. Romero
    2009                   17,198       797,551       814,749  
 
    2008             49,346       14,289       20,390       84,025  
 
    2007                   14,279       491       14,770  
 
(1)   For the year ended December 31, 2007, the amount in this column with respect to Mr. Doty is comprised of temporary living expenses and transportation totaling $31,709. These amounts were provided pursuant to the terms of our employment agreement with Mr. Doty in connection with Mr. Doty’s relocation to Texas.
 
    For the year ended December 31, 2007, the amount in this column with respect to Mr. Howe consists of temporary living expenses and transportation totaling $43,110. These amounts were provided pursuant to the terms of our employment agreement with Mr. Howe in connection with Mr. Howe’s relocation to Texas.
 
    For the year ended December 31, 2008, the amount in this column with respect to Mr. Muckley consists of temporary living expenses and transportation totaling $84,091. These amounts were provided in connection with Mr. Muckley’s relocation to Texas.
 
    For the year ended December 31, 2008, the amount in this column with respect to Ms. Romero consists of temporary living expenses and transportation totaling $49,346. These amounts were provided in connection with Ms. Romero’s relocation to South Carolina.

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(2)   The amounts in this column include amounts contributed as matching contributions under the terms of our Savings and Investment (401(k)) Plan. The amounts included for Ms. Romero and Messrs. Doty, Howe, McGlinchey and Muckley include contributions made to the plan in lieu of their participation in our defined benefit plan.
 
(3)   For the year ended December 31, 2009, this column includes the following elements of compensation with respect to Mr. Doty: $730 personal liability umbrella and $6,392 executive physical. For 2008, this column includes $733 personal liability umbrella, $250 reimbursement of a club membership and $1,571 executive physical. For 2007, this column includes $757 personal liability umbrella and $11,403 tax gross up of temporary living and transportation expense payments.
 
    For the year ended December 31, 2009, the column includes the following elements of compensation with respect to Mr. Howe: $730 personal liability umbrella, $1,096 reimbursement of a club membership and $3,299 executive physical. For 2008, this column includes $733 personal liability umbrella, $300 reimbursement of a club membership and $1,795 executive physical. For 2007, this column includes $491 personal liability umbrella, $12,953 tax gross up of temporary living and transportation expenses payments and $8,345 executive physical.
 
    For the year ended December 31, 2009, the column includes $730 personal liability umbrella with respect to Mr. Davis. For 2008, this column includes $733 personal liability umbrella. For 2007, this column includes $757 personal liability umbrella and $2,395 executive physical.
 
    For the year ended December 31, 2009, this column includes $730 personal liability umbrella with respect to Mr. McGlinchey. For 2008, this column includes $733 personal liability umbrella and $1,936 executive physical. For 2007 this column includes $757 personal liability umbrella and $3,755 executive physical.
 
    For the year ended December 31, 2009, this column includes $730 personal liability umbrella with respect to Mr. Muckley. For 2008, this column includes $480 personal liability umbrella and $34,080 tax gross up of temporary living and transportation expenses payments.
 
    For the year ended December 31, 2009, this column includes the following elements of compensation with respect to Ms. Romero: $794,344 for severance payments and benefits including $177,530 associated with the accelerated vesting of restricted stock units in accordance with the terms of her employment agreement with the Company, $624 personal liability umbrella and $2,583 executive physical. For 2008, this column includes $733 personal liability umbrella, $16,456 tax gross up of temporary living and transportation expenses payments and $3,201 executive physical. For 2007, this column includes $491 personal liability umbrella.

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Grants of Plan-Based Awards in 2009
     The table below details the grants of plan based awards made to our Named Executives in 2009.
                                                                 
            Estimated Future Payout Under     Estimated Payout                 Fair Value  
            Non-Equity Plan Award (1)     Under Equity     All Other     Exercise Price     on  
    Grant     Threshold     Target     Maximum     Award Plan (2)     Stock     of SAR Awards     Grant Date  
Name   Date     [$]     [$]     [$]     [#]     [#]     [$]     [$]  
Elmer L. Doty
                                                               
Incentive Bonus
    2/4/2009     $     $ 656,511     $ 1,313,022                 $     $  
SARs
    10/11/2009                         125,000.00             10.00       721,250  
Keith B. Howe
                                                               
Incentive Bonus
    2/4/2009             260,879       521,758                          
Stephen A. Davis
                                                               
Incentive Bonus
    2/4/2009             173,978       347,956                          
Kevin P. McGlinchey
                                                               
Incentive Bonus
    2/4/2009             125,902       251,804                          
Ronald A. Muckley
                                                               
Incentive Bonus
    2/4/2009             140,265       280,530                          
Joyce E. Romero
                                                               
Incentive Bonus
    2/4/2009                                            
 
(1)   The amounts in these columns represent the threshold, target and maximum bonuses for which each of the Named Executives were eligible to receive for 2009 under our annual incentive program, as further described in “—Elements of Executive Compensation, Annual Compensation, Annual Bonus.” Executives are not entitled to a threshold payout under the program. The actual amounts awarded to the Named Executives for 2009 are reflected in the “Non-Equity Plan Incentive Compensation” column in the preceding Summary Compensation Table for 2009.
 
(2)   The grants of SARs listed in this table were made under the 2006 Incentive Plan. The SARs awarded to Mr Doty in 2009 are eligible to vest upon the first to occur of: (i) a change in control; (ii) December 31, 2010 or (iii) the participant’s termination due to death or disability. This award is subject to forfeiture in the event of an employee’s voluntary termination or termination for cause (as defined) prior to payment.

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Outstanding Equity Awards at Fiscal Year End
          The table below details the stock options and SARs that were unexercised as of December 31, 2009 and unvested RSUs that were unvested as of December 31, 2009, which had been granted to each of our Named Executives.
                                                                         
    Option Awards   Stock Awards
                                            Equity   Equity Incentive   Equity   Equity Incentive
                                            Incentive   Plan Awards:   Incentive   Plan Awards:
                                            Plan Awards:   Market or   Plan Awards:   Market or
    Number of   Number of                           Number of   Payout   Number of   Payout
    Securities   Securities                           Unearned   Value of   Earned   Value of
    Underlying   Underlying   Options /                   Shares, Units   Unearned   Shares, Units   Earned
    Unexercised   Unexercised   SARs   Options /   Options /   or Other   Shares, Units or   or Other   Shares, Units or
    Options/SARs   Options/SARs   Exercise   SARs   SARs   Rights   Other Rights   Rights   Other Rights
    Exercisable   Unexercisable (1)   Price   Grant   Expiration   Not Vested (2)   Not Vested   Not Vested (3)   Not Vested
Name   [#]   [#]   [$]   Date   Date   [#]   [$]   [#]   [$]
Mr. Doty
    250,000           $ 10.00       11/02/06       11/02/16       200,000       2,656,000              
 
          125,000     $ 10.00       10/11/09       10/11/19                          
Mr. Howe
    65,625       21,875       10.00       02/08/07       02/08/17       6,250       83,000       18,750       249,000  
 
                                  113,766       1,510,812              
Mr. Davis
    25,800       4,200       10.00       03/21/01       03/21/11                          
 
    25,800       4,200       10.00       08/08/01       08/08/11                          
 
    1,000             10.00       07/09/02       07/29/12                          
 
    22,400             10.00       11/02/06       11/02/16                   6,400       84,992  
 
    22,400             10.00       02/08/07       02/08/17                   6,400       84,992  
Mr. McGlinchey
    4,300       700       10.00       03/21/01       03/21/11                          
 
    500             10.00       07/29/02       07/29/12                          
 
    47,000             10.00       11/02/06       11/02/16                   15,000       199,200  
Mr. Muckley
                                  2,500       33,200       2,500       33,200  
 
                                  2,500       33,200       2,500       33,200  
Ms. Romero
                                              7,500       99,600  
 
                                              8,000       106,240  
 
                                              5,000       66,400  
 
(1)   The SARs awarded to Mr. Doty in 2009 and the unvested portion of the SARs awarded to Mr. Howe in 2007 are eligible to vest on December 31, 2012 and subject to accelerated vesting on December 31, 2010, in the event that certain of our performance objectives are met as of that date. The unvested portion of the stock options awarded to Mr. Davis and Mr. McGlinchey in 2001 are eligible to vest as of the expiration date of those awards in 2011.

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(2)   The RSUs awarded to Mr. Muckley and 25,000 of the 138,766 RSUs awarded to Mr. Howe in 2007 have been eligible to vest in four equal annual installments following the date of grant based upon our company’s ability to achieve certain specified financial objectives. In the event that these performance objectives are not achieved, the shares associated with that installment will be forfeited. Once vested, such units are eligible to be paid upon the first to occur of: (i) a change in control (ii) January 2, 2014; or (iii) the participant’s termination due to death or disability. These awards are subject to forfeiture in the event of an employee’s voluntary termination or termination for cause (as defined) prior to payment. The RSUs awarded to Mr. Doty in 2006 will become fully vested upon a change in control of the Company (as defined), and are subject to forfeiture in the event Mr. Doty should voluntarily cease to provide services to the Company or be terminated for cause (as defined) prior to the vesting of the award. The remaining RSUs awarded to Mr. Howe in 2007, convertible into a total of 113,766 shares, will become fully vested on the first to occur of December 3, 2012 or a change in control of the Company (as defined), and are subject to forfeiture in the event Mr. Howe should voluntarily terminate his employment or be terminated for cause (as defined) prior to the vesting of the award.
 
(3)   Items shown in this column represent RSUs that have “vested” within the meaning of the applicable restricted stock unit agreements as a result of our having achieved applicable performance goals. However, these RSUs remain subject to forfeiture in the event the Named Executive voluntarily resigns his or her employment with us or is terminated by us for cause. The RSUs will cease to be subject to forfeiture and will be paid to the Named Executives upon the first to occur of (i) a change of control; (ii) January 2, 2014 or (iii) the Named Executive’s termination of employment due to death or disability.
Stock Option Exercise and Stock Vested in 2009
     No stock options or stock appreciation rights were exercised during the year ended December 31, 2009 by the Named Executives. The following table sets forth stock awards held by our Named Executives that ceased to be subject to forfeiture in 2009.
                 
    Stock Awards
    Number of Shares    
    Acquired on Vesting   Value Realized on
Name   [ # ]   Vesting ($)
Ms. Romero
    20,500     $ 177,530  
Pension Benefits
     The following table details the accrued benefits for each of our Named Executives as of December 31, 2009, that participate in our defined benefit plans.
                                 
                    Present        
            Years     Value of     Payments  
    Plan     Credited     Accumulated     in  
Name   Name     Service     Benefits     2009  
Stephen A. Davis
  Retirement Plan     29.9682       1,304,999        
 
  Excess Plan     29.9682       1,181,589        
Kevin P. McGlinchey
  Retirement Plan     14.8333       257,840        
 
  Excess Plans     14.8333       46,305        
          The values reflected in the “Present Value of Accumulated Benefits” column of the Pension Benefits Table are equal to the actuarial present value of each officer’s accrued benefit under the applicable plan as of December 31, 2008 using the same actuarial factors and assumptions used for financial statement reporting purposes, except that retirement age is assumed to be the earliest age at which an officer is eligible for an unreduced benefit under the applicable plan. These assumptions are described in Note 14 to our consolidated financial statements included elsewhere in this annual report on Form 10-K.

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           Employees hired on or after October 10, 2005, including Ms. Romero and Messrs. Doty, Howe and Muckley, do not participate in the plans. In lieu of in the plans, those officers each receive a defined contribution equal to 3% of eligible compensation made to their account in our Savings and Investment Plan. Those contribution amounts are reflected in the “Contribution to Savings Plan” column of the All Other Compensation Table.
          The accrual of benefits under the retirement plans was frozen as of December 31, 2007 for all participants who, as of that date, had accumulated fewer than 16 years of credited service under the plans. Following that date, all executive officers, including Mr. McGlinchey, who are no longer eligible to accrue a benefit under the plans receive the above-described defined contribution benefit. Mr. Davis, who had accumulated more than 16 years of credited service under the Plan as of December 31, 2007, was not affected by the freeze in the accrual of benefits under the Retirement Plan. The accrual of benefits under the Excess Plan were frozen for all participants as of December 31, 2007.
           A benefit payable under the Vought Aircraft Industries, Inc. Retirement Plan (the “Retirement Plan”) is, in general, a function of the participant’s average eligible compensation for the highest three years out of the most recent consecutive ten years of service (“Average Annual Compensation”) and the participant’s years of credited benefit service under the plan. Eligible compensation for the purpose of the plan generally includes base salary as well as annual incentive compensation. The current plan formula provides for an accrual rate of 1.5% of the participant’s Average Annual Compensation with a reduced accrual rate of 1% for Average Annual Compensation below 50% of the Social Security taxable wage base. Benefits accrued under certain prior plan formulas are subject to offsets, including offsets for Social Security benefits. Retirement benefits are limited to 50% of Average Annual Compensation, unless a greater benefit was accrued as of January 1, 1995. Benefits under the Retirement Plan may be supplemented by benefits under one of two non-qualified defined benefit plans maintained by us: the Vought Aircraft Industries, Inc. ERISA 1 Excess Plan and the Vought Aircraft Industries, Inc. ERISA 2 Excess Plan (collectively, the “Excess Plans”). The Excess Plans are designed to provide a benefit which, when combined with the amounts payable under the Retirement Plan, is substantially equal to the amount that otherwise would have been payable under the Retirement Plan in the absence of the IRS limits regarding the compensation that may be covered by the Retirement Plan or the maximum benefits payable thereunder. Benefit accruals for all participants under the Excess Plans, including those executive officers who participated in the plans during 2009, were frozen as of December 31, 2007. All of the executive officers participating in the Excess Plans will receive a one time lump sum payment of accrued benefits in December 2010
The Retirement Plan contains the following material terms:
    A participant has a fully vested benefit under the plan after completing five years of vesting service.
    A participant is eligible for an unreduced benefit upon reaching the earlier of age 65; or at least age 55 with a combination of age and years of benefit service totaling 85.
    A participant is eligible for a subsidized early retirement benefit after reaching age 55 with at least 10 years of benefit service.
    A participant laid off before reaching age 55 may elect an early retirement to begin as early as age 55 if the individual has a combination of age and years of benefit service totaling 75 on the date of lay off, or if the participant is age 53 and has 10 or more years of vesting service at the time of layoff.
    The normal form of benefit is a life annuity for unmarried participants and a joint and 50% survivor annuity for married participants.
    Participants may elect out of the normal form of benefit and may elect to receive the benefit through one of a variety of actuarially equivalent optional forms.
    There is no lump sum form of payment available (except for benefits with a lump sum value smaller than $7,500).
The Excess Plans contain the following material terms:
    A participant’s benefit under the Excess Plans is calculated in the same manner as under the Retirement Plan, except without giving effect to the applicable IRS limits on eligible compensation and benefit amount. Such benefit is reduced by the amount of any benefit payable under the Retirement Plan.
    The normal form of benefit under the plan is a lump sum payable 13 months following termination of employment, with a monthly payment payable in the form of a joint and 100% survivor annuity until the lump sum is paid.
    For benefits accrued after January 1, 2005, the lump sum payout is the only available form.
    All accruals under the Excess Plans were frozen as of December 31, 2007

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    The Plan was terminated effective December 1, 2009 with respect to all active participants. As a result, all benefits accrued under the plan with respect to active participants, including Named Executives, will be paid in the form of a lump sum in December 2010.
 
      Mr. Davis is the only current Named Executive eligible for an early retirement under the plans.
Deferred Compensation
     The following table details the outstanding account balances for our Named Executives under our deferred compensation plan and aggregate losses on those amounts in 2009. The plan was established in 2000 to permit a one-time deferral by then-current executive officers of a retention bonus payable to those executives following the completion of a one-year retention period. The balances in each individual’s account are credited with earnings or losses as if such amounts were invested in our common stock. Balances under the plan are payable upon the occurrence of a change in control as defined in the plan. We have one Named Executive officer who participates in the plan.
                                         
    Executive   Registrants   Aggregate   Aggregate   Aggregate
    contributions   contributions   gains   withdrawal/   balance
    in last FY   in last FY   in last FY   distributions   at last FY
Name   [ $ ]   [ $ ]   [ $ ]   [ $ ]   [ $ ]
Mr. Davis
  $     $     $ 21,102     $     $ 212,294  
     From time to time we have granted restricted stock units to our Named Executives. These RSUs, whether or not vested, are generally subject to forfeiture prior to payment in the event of the executive’s voluntary resignation or termination for cause. However, in certain circumstances, the RSUs may cease to be subject to forfeiture prior to payment. In 2009, Ms. Romero’s RSUs ceased to be subject to forfeiture as a result of her termination of employment in connection with the sale of our Charleston 787 operations. The following table describes vested deferred amounts held by our Named Executives that are not subject to forfeiture.
                                         
    Executive   Registrants   Aggregate   Aggregate   Aggregate
    contributions   contributions   gains   withdrawal/   balance
    in last FY   in last FY   in last FY   distributions   at last FY
Name   [ $ ]   [ $ ]   [ $ ]   [ $ ]   [ $ ]
Ms. Romero
  $     $ 177,530     $ 94,710     $     $ 272,240  

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Compensation of Directors
     The following table details the fees paid to our board of directors for the period ending December 31, 2009.
                                 
    Fees Earned            
    or Paid in   Stock   All Other   Total
Name   Cash   Awards   Compensation (1)   Compensation
Worth W . Boisture, Jr. (2)
  $ 12,500     $     $     $ 12,500  
Peter J. Clare
                       
C. David Cush
          50,000       2,668       52,668  
Allan M. Holt
                       
Gen. John P. Jumper (U.S.A.F. Ret.)
          50,000             50,000  
Ian Massey
    25,004       24,996       2,064       52,064  
Adam J. Palmer
                2,064       2,064  
Daniel P. Schrage
    50,000             2,955       52,955  
David L. Squier
          50,000       3,155       53,155  
Samuel R. White
          50,000             50,000  
 
(1)   The amounts included in this column reflect amounts incurred by the Company in 2009 in connection with executive physicals.
 
(2)   Mr. Boisture served on the board of directors through April 27, 2009.
     For 2009, our outside directors, Messrs. Boisture, Cush, Jumper, Massey, Schrage, Squier and White were each eligible to receive compensation of $12,500 per calendar quarter of service on our Board of Directors, with such compensation provided in the form of cash or restricted stock at the election of the director. We use the term outside directors to refer to the members of our Board of Directors who are not currently officers of our company or Carlyle. All of the directors, including these outside directors, are also reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and committee meetings and other work associated with their service on the Board of Directors. We do not maintain medical, dental or retirement benefits plans for these outside directors; however, we offer each of our Directors of the opportunity to receive an annual executive physical at Company expense. The remaining directors, Messrs. Clare, Holt, Palmer and Doty, are employed by either Carlyle or our company, and are not separately compensated for their service as directors.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
     Set forth below is certain information as of March 20, 2010 regarding the beneficial ownership of our common stock by:
    any person (or group of affiliated persons) we know to be the beneficial owner of more than 5% of our common stock;
 
    each of our Named Executives;
 
    each of our directors; and
 
    all current directors and executive officers as a group.
     In accordance with SEC rules, beneficial ownership includes any shares for which a person or entity has sole or shared voting power or investment power and any shares for which the person or entity has the right to acquire beneficial ownership within 60 days. Except as noted below, we believe that the persons named in the table have sole voting and investment power with respect to the shares of common stock set forth opposite their names. Percentage of beneficial ownership is based on 24,818,900 shares of common stock outstanding as of March 20, 2010.
     Unless otherwise indicated, the business address of each holder is c/o Vought Aircraft Industries, Inc., 9314 West Jefferson Boulevard M/S 49R-06, Dallas, Texas 75211.
                 
    Beneficial Ownership of  
    Vought Aircraft Industries, Inc.  
            Percentage of  
            Outstanding  
Name of Beneficial Owner   Number of Shares     Capital Stock  
TCG Holdings, L.L.C. (1)
    24,197,870       97.5 %
Peter J. Clare
    ¾       *  
C. David Cush
    12,637       *  
Allan M. Holt
    ¾       *  
General John P. Jumper (U.S. Air Force Retired)
    8,895       *  
Ian Massey (2)
    18,382       *  
Adam J. Palmer
    ¾       *  
Daniel P. Schrage
    5,094       *  
David Squier (3)
    24,964       *  
Samuel R. White (4)
    20,964       *  
Elmer L. Doty (5)
    74,097       *  
Stephen A. Davis (6)
    71,658       *  
Keith B. Howe (7)
    16,209       *  
Kevin P. McGlinchey (8)
    18,908       *  
Ronald A. Muckley
    ¾       *  
All directors and executive officers as a group (17 persons) (9)
    315,510       1.26 %
    Denotes less than 1.0% beneficial ownership.

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(1)   Includes 2,113,524 shares held by Carlyle Partners II, L.P., a Delaware limited partnership, 16,158,770 shares held by Carlyle Partners III, L.P., a Delaware limited partnership, 1,780,100 shares held by Carlyle International Partners II, L.P., a Cayman Islands limited partnership, 95,738 shares held by Carlyle International Partners III, L.P., a Cayman Islands limited partnership, 494,730 shares held by CP III Coinvestment, L.P., a Delaware limited partnership, 96,334 shares held by Carlyle Partners SBC II, L.P., a Delaware limited partnership, 401,371 shares held by C/S International Partners, a Cayman Islands general partnership, 821,152 shares held by Florida State Board of Administration, 2,052 shares held by Carlyle Investment Group, L.P., a Delaware limited partnership, 114,709 shares held by Carlyle-Contour Partners, L.P., a Delaware limited partnership, 26,405 shares held by Carlyle-Contour International Partners, L.P., a Cayman Islands limited partnership, 659,948 shares held by Carlyle-Aerostructures Partners, L.P., a Delaware limited partnership, 505,511 shares held by Carlyle- Aerostructures Partners II, L.P., a Delaware limited partnership, 261,992 shares held by Carlyle-Aerostructures International Partners, L.P., a Cayman Islands limited partnership, 65,534 shares held by Carlyle-Aerostructures Management, L.P., a Delaware limited partnership and 600,000 shares held by Carlyle High Yield Partners, L.P., a Delaware limited partnership (collectively, the “Investment Partnerships”). TC Group, L.L.C. is the sole member of TCG High Yield Holdings, L.L.C., which is the sole member of TCG High Yield, L.L.C., the sole general partner of Carlyle High Yield Partners, L.P. TC Group, L.L.C. is also the sole member of TC Group II, L.L.C., which is the sole general partner of Carlyle Partners II, L.P. and Carlyle Partners SBC II, L.P. and the general partner of Carlyle International Partners II, L.P., Carlyle International Partners III, L.P. and C/S International Partners. TC Group, L.L.C. also serves as the managing member of the investment manager for the Florida State Board of Administration and as the general partner for the remaining Investment Partnerships other than Carlyle Partners III, L.P. and CP III Coinvestment, L.P.. TCG Holdings, L.L.C., a Delaware limited liability company, is the sole managing member of TC Group, L.L.C., and, in such capacity, exercises investment discretion and control of the shares beneficially owned by Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., Carlyle SBC Partners II, L.P., C/S International Partners, Florida State Board of Administration, Carlyle Investment Group, L.P., Carlyle-Contour Partners, L.P., Carlyle-Contour International Partners, L.P., Carlyle-Aerostructures Partners, L.P., Carlyle-Aerostructures Partners II, L.P., Carlyle-Aerostructures International Partners, L.P., Carlyle-Aerostructures Management, L.P. and Carlyle High Yield Partners, L.P. TCG Holdings, L.L.C. is managed by a three-person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. The members of the managing board are William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, all of whom disclaim beneficial ownership of these shares. TC Group Investment Holdings, L.P. is the sole member of TC Group III, L.L.C., which is the sole general partner of TC Group III, L.P., which is the sole general partner of Carlyle Partners III, L.P. and CP III Coinvestment, L.P. TCG Holdings II, L.P. is the sole general partner of TC Group Investment Holdings, L.P. and DBD Investors V, L.L.C. is the sole general partner of TCG Holdings II, L.P. and, in such capacity, exercises investment discretion and control of the shares beneficially owned by Carlyle Partners III, L.P. and CP III Coinvestment, L.P. DBD Investors V, L.L.C. is managed by a three-person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. The members of the managing board are William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, all of whom disclaim beneficial ownership of these shares.
 
(2)   Includes 5,000 shares under stock options that are exercisable within 60 days of March 25, 2010.
 
(3)   Includes 5,000 shares under stock options that are exercisable within 60 days of March 25, 2010.
 
(4)   Includes 5,000 shares under stock options that are exercisable within 60 days of March 25, 2010.
 
(5)   Includes 61.747 shares under SARs that are exercisable within 60 days of March 25, 2010.
 
(6)   Includes 52,600 shares under stock options and 11,065 shares under SARS that are exercisable within 60 days of March 25, 2010.
 
(7)   Includes 16,209 shares under SARs that are exercisable within 60 days of March 25, 2010.
 
(8)   Includes 4,800 shares under stock options and 11,608 shares under SARS that are exercisable within 60 days of March 25, 2010.
 
(9)   Includes 87,600 shares under stock options and 129,131 shares under SARs that are exercisable within 60 days of March 25, 2010.

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Equity Compensation Plan Information
     The following table provides certain information as of December 31, 2009, with respect to our equity compensation plans under which common stock is authorized for issuance:
                         
                    Number of Securities  
                    Remaining Available  
    Number of             for Future Issuance  
    Shares to be     Weighted     under Equity  
    Issued Upon     Average     Compensation Plans  
    Exercise     Exercise Price     for Future Issuance  
    of Outstanding     of Outstanding     Excluding Securities  
    Options/Rights     Options/Rights (1)     Reflected in Column (a)  
Plan Category   [ # ]     [ $ ]     [ # ]  
 
    (a )     (b )     (c )
Equity compensation plans approved by shareholders
    1,378,572     $ 11.93       1,948,500  
Equity compensation plans not approved by shareholders
                 
 
                   
Total
    1,378,572     $ 11.93       1,948,500  
 
                   
 
(1)   Because they do not have an exercise price, the outstanding RSU awards have been excluded from the calculation of the value in this column.
Item 13. Certain Relationships, Related Transactions and Director Independence
The Transactions
     Carlyle Partners III, L.P. (‘‘CPIII”) and affiliates owned approximately 90% of Vought on a fully diluted basis and Carlyle Partners II, L.P. (‘‘CPII”) and affiliates owned approximately 96% of Aerostructures on a fully diluted basis when Vought and Aerostructures entered into the agreement and plan of merger. Both CPIII and CPII are affiliates of TC Group, L.L.C., which generally does business under the name of The Carlyle Group. Subsequent to the consummation of the transactions associated with the Aerostructures acquisition, private equity investment funds affiliated with Carlyle own approximately 90% of our fully diluted equity and, therefore, Carlyle has the power, subject to certain exceptions, to control our affairs and policies. They also control the election of directors, the appointment of management, the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions.
Management Consulting Agreement
     We have entered into a management consulting agreement with TC Group L.L.C., which is an affiliate of TCG Holdings, L.L.C. The agreement allows us to avail ourselves of TC Group L.L.C.’s expertise in areas such as financial transactions, acquisitions and other matters that relate to our business, administration and policies. TC Group L.L.C. receives an annual fee of $2.0 million for its management services and advice and is also reimbursed for its out-of-pocket expenses related to these activities. TC Group L.L.C. also serves, in return for additional fees, as our financial advisor or investment banker for mergers, acquisitions, dispositions and other strategic and financial activities. In connection with the sale of the Charleston 787 business (discussed in Note 3 – Discontinued Operations in Item 8), we paid approximately $3.0 million to The Carlyle Group during the year ended December 31, 2009.
Stockholders Rights Agreement
     Our company and private equity investment funds affiliated with Carlyle are parties to a stockholders rights agreement. The agreement provides that three members of our Board of Directors will be designated by certain affiliates of Carlyle. The parties agree to vote their shares in favor of such affiliates’ designees for director.

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Certain Related Party Transactions
     Since 2002, we have had an ongoing commercial relationship with Wesco Aircraft Hardware Corp. (“Wesco”), a distributor of aerospace hardware and provider of inventory management services. Wesco currently provides aerospace hardware to us pursuant to long-term contracts. On September 29, 2006, The Carlyle Group acquired a majority stake in Wesco, and as a result, we are both now under common control of The Carlyle Group through its affiliated funds. In addition, four of our directors, Messrs. Squier, Clare, Palmer and Jumper, also serve on the board of directors of Wesco. The Carlyle Group may indirectly benefit from their economic interest in Wesco from its contractual relationships with us. The total amount paid to Wesco pursuant to our contracts with Wesco for the year ended December 31, 2009 was approximately $24.3 million.
     As a result of a competitive procurement, in September 2009, we entered into an agreement with Wesco on a long-term contract to provide hardware requirements for various programs. That agreement extends through November 2014 with an estimated contract value of approximately $175.0 million.
     In connection with the sale of the Charleston 787 business (discussed in Note 3 – Discontinued Operations in Item 8), two of our agreements with Wesco were assigned to a subsidiary of Boeing. Approximately $3.2 million was paid by us to Wesco under those agreements for the year ended December 31, 2009.
     We also have an ongoing commercial relationship with Gardner Group Ltd (“Gardner Group”), a supplier of metallic aerostructure details, equipment and engine components to the global aviation industry. Gardner Group currently provides aerospace parts to us. The most recent agreement with the Gardner Group was entered into on November 5, 2007. On November 3, 2008, The Carlyle Group acquired a majority equity interest in the Gardner Group, and as a result, the Gardner Group and our company were both under common control of The Carlyle Group through its affiliated funds during 2009. The Carlyle Group may indirectly benefit from their economic interest in Gardner Group from its contractual relationships with us. The total amount paid to Gardner Group pursuant to our contracts with Gardner Group for the year ended December 31, 2009 was $1.4 million.

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Item 14.   Principal Accountant Fees and Services
                 
    December 31,  
    2009     2008  
    ($ in thousands)  
Audit Fees
    1,785.7       2,133.9  
Audit-related fees (1)
    228.7       232.5  
Tax fees (2)
    130.7       91.8  
All Other Fees
           
 
           
Total (3)
  $ 2,145.1     $ 2,458.2  
 
           
 
(1)   Related primarily to audits of employee benefit plans, accounting consultations and consultations related to the Sarbanes-Oxley Act of 2002.
 
(2)   Related primarily to tax compliance, tax advice and tax planning.
 
(3)   Of the fees listed above approved by the Audit Committee, none were approved based on waiver of pre-approval under Rule 2-01(c)(7)(i)(c).
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
     The Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve audit and permissible non-audit services provided by the independent auditor.
     In connection with the engagement of the independent auditor for the 2009 fiscal year, the Audit Committee pre-approved all of the services listed below by category of service, including the pre-approval of fee limits. The Audit Committee’s pre-approval process by category of service also includes a review of specific services to be performed and fees expected to be incurred within each category of service. The term of any pre-approval is 12 months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee must separately approve fees for any of the above services that will exceed the pre-approval fee limits. During fiscal 2008, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires separate pre-approval before engaging the independent auditor.
     The services pre-approved by the Audit Committee to be performed by our auditor during our fiscal year 2008, included the following:
     Audit Services include audit work performed in the preparation of financial statements (including quarterly reviews), as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.
     Audit-Related Services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
     Tax Services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the financial statements, and include fees in the areas of tax compliance, tax planning, and tax advice.
     All Other Fees are those associated with permitted services not included in the other categories.

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     The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee may not otherwise delegate its responsibilities to pre-approve services performed by the independent auditor to management.

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PART IV
Item 15.   Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
  1.   Financial Statements:
 
      See “Item 8 Financial Statements and Supplementary Data” above.
 
  2.   Financial Statement Schedules:
 
      Schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.
(b) Exhibits
     
Exhibit    
No.   Description of Exhibit
2.1
  Asset Purchase Agreement, dated as of June 9, 2000, by and between Northrop Grumman Corporation and Vought Aircraft Industries, Inc. (fka “VAC Acquisition Corp. II”). Incorporated by reference from Exhibit 2.1 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
2.2
  Agreement and Plan of Merger, dated as of May 12, 2003, by and among Vought Aircraft Industries Inc., TA Acquisition Holdings, Inc. and The Aerostructures Corporation. Incorporated by reference from Exhibit 2.2 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
2.3
  Contribution Agreement, dated as of January 1, 2004, between The Aerostructures Corporation and Contour Aerospace Corporation. Incorporated by reference from Exhibit 2.3 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
2.4
  Certificate of Ownership and Merger, dated as of January 1, 2004, merging The Aerostructures Corporation with and into Vought Aircraft Industries, Inc. Incorporated by reference from Exhibit 2.4 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
2.5       *
  Agreement and Plan of Merger, dated as of March 23, 2010, by and among Vought Aircraft Industries, Inc., Triumph Group, Inc., Spitfire Merger Corporation and T.C. Group, L.L.C, as the Holder Representative
 
   
3.1
  Certificate of Incorporation of Vought Aircraft Industries, Inc. (fka “VAC Acquisition Corp. II”), dated May 26, 2000. Incorporated by reference from Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
3.2
  Certificate of Amendment to the Certificate of Incorporation of Vought Aircraft Industries, Inc. (fka “VAC Acquisition Corp. II”), dated June 14, 2000. Incorporated by reference from Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
3.3
  Certificate of Ownership and Merger merging VAC Holdings II, Inc. into Vought Aircraft Industries, Inc., dated August 13, 2001. Incorporated by reference from Exhibit 3.3 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
3.4
  Certificate of Incorporation of VAC Industries, Inc., dated July 7, 1992. Incorporated by reference from Exhibit 3.4 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
3.5
  Certificate of Incorporation of Vought Commercial Aircraft Company (fka “Northrop Grumman Commercial Aircraft Company”), dated February 26, 1996. Incorporated by reference from Exhibit 3.5 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.

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Exhibit    
No.   Description of Exhibit
3.6
  Certificate of Amendment to the Certificate of Incorporation of Vought Commercial Aircraft Company (fka “Northrop Grumman Commercial Aircraft Company”), dated January 16, 2001. Incorporated by reference from Exhibit 3.6 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
3.7
  Certificate of Incorporation of Contour Aerospace Corporation, dated December 4, 2003. Incorporated by reference from Exhibit 3.7 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
3.8
  By-laws of Vought Aircraft Industries, Inc. Incorporated by reference from Exhibit 3.8 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
3.9
  By-laws of VAC Industries, Inc. Incorporated by reference from Exhibit 3.9 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
3.10
  By-laws of Vought Commercial Aircraft Company (fka “Northrop Grumman Commercial Aircraft Company”). Incorporated by reference from Exhibit 3.10 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
3.11
  By-laws of Contour Aerospace Corporation. Incorporated by reference from Exhibit 3.11 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
4.1
  Indenture, dated July 2, 2003, among Vought Aircraft Industries, Inc., as issuer, VAC Industries, Inc., Vought Commercial Aircraft Company and The Aerostructures Corporation, as guarantors, and Wells Fargo Bank Minnesota, National Association, as trustee. Incorporated by reference from Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
4.2
  Supplemental Indenture, dated December 4, 2003, among Vought Aircraft Industries, Inc., as issuer, VAC Industries, Inc., Vought Commercial Aircraft Company and The Aerostructures Corporation, as guarantors, Contour Aerospace Corporation, as additional guarantor, and Wells Fargo Bank Minnesota, National Association, as trustee. Incorporated by reference from Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
4.3
  Form of Note (included as Exhibit A to Exhibit 4.1). Incorporated by reference from Exhibit 4.3 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
4.4
  Form of Notation of Senior Note Relating to Subsidiary Guarantee (included as Exhibit C to Exhibit 4.1). Incorporated by reference from Exhibit 4.4 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
10.1
  Credit Agreement, dated as of December 22, 2004, by and among Vought Aircraft Industries, Inc., as borrower, certain subsidiaries of Vought Aircraft Industries, Inc., as guarantors, certain Financial Institutions, as lenders, Lehman Commercial Paper Inc., in its capacity as administrative agent and in its capacity as collateral agent, JPMorgan Chase Bank, N.A., in its capacity as syndication agent and Goldman Sachs Credit Partners, L.P., as Documentation Agent. (Portions of this exhibit have been redacted in connection with our application for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.) Incorporated by reference from Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K (Registration No. 333-112528), filed with the SEC on March 30, 2005.
 
   
10.2
  Consulting agreement between Vought Aircraft Industries, Inc. and Tom Risley dated January 31, 2006. Incorporated by reference from Exhibit 10.2 to the Registrant’s filing of Form 8-K with the SEC on February 6, 2006.

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Exhibit    
No.   Description of Exhibit
10.3
  Employment agreement between Vought Aircraft Industries, Inc. and Elmer Doty dated March 29, 2006. Incorporated by reference from Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2006.
 
   
10.4
  First Amendment to the employment agreement between Vought Aircraft Industries, Inc. and Elmer Doty dated February 13, 2007. Incorporated by reference from Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 13, 2009.
 
   
10.5
  Second Amendment to the employment agreement between Vought Aircraft Industries, Inc. and Elmer Doty dated December 31, 2008. Incorporated by reference from Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 13, 2009.
 
   
10.6
  Employment agreement between Vought Aircraft Industries, Inc. and Keith Howe dated January 4, 2007. Incorporated by reference from Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2007.
 
   
10.7
  First Amendment to the employment agreement between Vought Aircraft Industries, Inc. and Keith Howe dated December 31, 2008. Incorporated by reference from Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 13, 2009.
 
   
10.8
  Employment agreement between Vought Aircraft Industries, Inc. and Steve Davis dated November 8, 2007. Incorporated by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2007.
 
   
10.9
  First Amendment to the employment agreement between Vought Aircraft Industries, Inc. and Steve Davis dated December 31, 2008. Incorporated by reference from Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 13, 2009.
 
   
10.10
  Employment agreement between Vought Aircraft Industries, Inc. and Dennis Orzel dated November 8, 2007. Incorporated by reference from Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2007.
 
   
10.11
  First Amendment to the employment agreement between Vought Aircraft Industries, Inc. and Dennis Orzel dated December 31, 2008. Incorporated by reference from Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 13, 2009.
 
   
10.12
  Employment agreement between Vought Aircraft Industries, Inc. and Joy Romero dated August 28, 2007. Incorporated by reference from Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 13, 2009.
 
   
10.13
  First Amendment to the employment agreement between Vought Aircraft Industries, Inc. and Joy Romero dated December 31, 2008. Incorporated by reference from Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 13, 2009.
 
   
10.14       *
  Second Amendment to the employment agreement between Vought Aircraft Industries, Inc. and Joy Romero dated July 29, 2009.
 
   
10.15
  Asset Purchase Agreement between Vought Aircraft Industries, Inc. and Boeing Commercial Airplanes Charleston South Carolina, Inc. (formerly known as BCACSC, Inc.), a wholly owned subsidiary of The Boeing company, dated July 6, 2009. Incorporated by reference from Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2009.
 
   
14.1
  Code of Ethics for the Board of Directors, Chief Executive Officer, Chief Financial Officer and Controller. Incorporated by reference from Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K (Registration No. 333-112528), filed with the SEC on March 30, 2005.
 
   
21.1
  Subsidiaries of the Registrant. Incorporated by reference from Exhibit 21.1 to the Registrant’s Registration Statement on Form S-4/A (Registration No. 333-112528), filed with the SEC on April 15, 2004.
 
   
31.1       *
  Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
 
   
31.2       *
  Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
 
   
32.1       *
  Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

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Exhibit    
No.   Description of Exhibit
32.2       *
  Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
 
*   Filed herewith

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    SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
           
    Vought Aircraft Industries, Inc.
 
 
March 25, 2010    /s/ ELMER DOTY    
(Date)    Elmer Doty   
    President and Chief Executive Officer   

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Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
         
/s/ ELMER L. DOTY
 
  President, Chief Executive Officer and Director    March 25, 2010 
Elmer L. Doty
       
 
       
/s/ Keith B. Howe
 
  Vice President and Chief Financial Officer    March 25, 2010 
Keith B. Howe
       
 
       
/s/ Mark F. Jolly
 
  Principal Accounting Officer    March 25, 2010 
Mark F. Jolly
       
 
       
/s/ Peter J. Clare
 
  Director    March 25, 2010 
Peter J. Clare
       
 
       
/s/ C. David CUSH
 
  Director    March 25, 2010 
C. David Cush
       
 
       
/s/ Allan M. Holt
 
  Director    March 25, 2010 
Allan M. Holt
       
 
       
/s/ General John P. Jumper (u.s. Air Force Retired)
 
  Director    March 25, 2010 
General John P. Jumper (U.S. Air Force Retired)
       
 
       
/s/ Ian Massey
 
  Director    March 25, 2010 
Ian Massey
       
 
       
/s/ Adam J. Palmer
 
  Director    March 25, 2010 
Adam J. Palmer
       
 
       
/s/ Daniel P. Schrage
 
  Director    March 25, 2010 
Daniel P. Schrage
       
 
       
/s/ David L. Squier
 
  Director    March 25, 2010 
David L. Squier
       
 
       
/s/ Samuel R. White
 
  Director    March 25, 2010 
Samuel R. White
       

129

EX-2.5 2 d71440exv2w5.htm EX-2.5 exv2w5
Exhibit 2.5
AGREEMENT AND PLAN OF MERGER
by and among
VOUGHT AIRCRAFT INDUSTRIES, INC.,
TRIUMPH GROUP, INC.,
SPITFIRE MERGER CORPORATION
and
TC GROUP, L.L.C., as the Holder Representative
 
DATED AS OF MARCH 23, 2010

 


 

TABLE OF CONTENTS
             
        Page
ARTICLE I
 
           
THE MERGERS
 
           
1.1.
  The Merger     2  
1.2.
  Closing     2  
1.3.
  Effective Time     2  
1.4.
  Effects of the Merger     2  
1.5.
  Conversion of Stock     2  
1.6.
  Stock Options and Other Stock-Based Awards     4  
1.7.
  Allocation of Merger Consideration     5  
1.8.
  Articles of Incorporation and By-laws of the Surviving Corporation     8  
1.9.
  Directors and Officers     8  
1.10.
  Tax Consequences     8  
1.11.
  The LLC Merger     9  
 
           
ARTICLE II
 
           
DELIVERY OF MERGER CONSIDERATION
 
           
2.1.
  Exchange Agent     9  
2.2.
  Deposit of Merger Consideration and Option Consideration     9  
2.3.
  Delivery of Merger Consideration and Option Consideration     9  
2.4.
  Escrow     12  
2.5.
  [Reserved]     13  
2.6.
  Fees and Expenses     13  
 
           
ARTICLE III
 
           
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
           
3.1.
  Corporate Organization     15  
3.2.
  Capitalization     15  
3.3.
  Authority; No Violation     17  
3.4.
  Governmental Consents and Approvals     18  
3.5.
  Reports; Regulatory Matters     18  
3.6.
  Financial Statements     19  
3.7.
  Absence of Certain Changes or Events     20  
3.8.
  Legal Proceedings     21  
3.9.
  Taxes and Tax Returns     21  
3.10.
  Employee Benefit Plans     23  
3.11.
  Labor Matters     27  
3.12.
  Compliance with Applicable Law     28  

 


 

             
        Page
 
3.13.
  Certain Contracts     29  
3.14.
  Government Contracts     31  
3.15.
  Product Warranty     32  
3.16.
  Product Liability     33  
3.17.
  Customers and Suppliers     33  
3.19.
  Property     33  
3.20.
  Intellectual Property     34  
3.21.
  Environmental Laws and Regulations     35  
3.22.
  Insurance     37  
3.23.
  State Takeover Laws     37  
3.24.
  Company Information     37  
3.25.
  Broker’s and Other Fees     37  
 
           
ARTICLE IV
 
           
REPRESENTATIONS AND WARRANTIES OF PARENT
 
           
4.1.
  Corporate Organization     38  
4.2.
  Capitalization     38  
4.3.
  Authority; No Violation     40  
4.4.
  Governmental Consents and Approvals     41  
4.5.
  Reports; Regulatory Matters     41  
4.6.
  Financial Statements     41  
4.7.
  Financing     42  
4.8.
  Merger Sub     43  
4.9.
  Absence of Certain Changes or Events     43  
4.10.
  Legal Proceedings     43  
4.11.
  Taxes and Tax Returns     43  
4.12.
  [Reserved]     44  
4.13.
  Labor Matters     44  
4.12.
  Compliance with Applicable Law     45  
4.13.
  Certain Contracts     46  
4.14.
  Legal Proceedings     48  
4.15.
  Property     50  
4.16.
  Intellectual Property     51  
4.17.
  Environmental Laws and Regulations     51  
4.18.
  Insurance     53  
4.19.
  Parent Information     53  
4.20.
  Broker’s Fees     53  
 
           
ARTICLE V
 
           
COVENANTS RELATING TO CONDUCT OF BUSINESS
 
           
5.1.
  Conduct of Business Prior to the Effective Time     53  
5.2.
  Company Restrictions     54  
5.3.
  Conduct of Parent Prior to the Effective Time     57  

-ii-


 

             
        Page
 
5.4.
  Fundamental Purchaser Changes     58  
5.5.
  Control of Operations     59  
 
           
ARTICLE VI
 
           
ADDITIONAL AGREEMENTS
 
           
6.1.
  Reasonable Best Efforts; Further Assurances     59  
6.2.
  Access to Information     61  
6.3.
  Stockholder Approval     61  
6.4.
  NYSE Listing     63  
6.5.
  Financing     63  
6.6.
  Termination of Certain Other Indebtedness     65  
6.7.
  Termination of Affiliate Agreements     66  
6.8.
  Employee Matters     67  
6.9.
  Subsequent Financial Statements     68  
6.10.
  Non-Solicitation of Alternative Transactions     68  
6.11.
  FIRPTA Certificate     70  
6.12.
  Indemnification and Insurance     70  
6.13.
  Further Assurances     71  
6.14.
  Reorganization     71  
6.15.
  Tax Matters     71  
 
           
ARTICLE VII
 
           
CONDITIONS PRECEDENT
 
           
7.1.
  Conditions to Each Party’s Obligation to Effect the Merger     73  
7.2.
  Conditions to Obligations of Parent     73  
7.3.
  Conditions to Obligations of the Company     74  
 
           
ARTICLE VIII
 
           
SURVIVAL; INDEMNIFICATION
 
           
8.1.
  Survival     75  
8.2.
  Indemnification     76  
8.3.
  Third Party Claim Procedures     77  
8.4.
  Direct Claim Procedures     79  
8.5.
  Calculation of Damages     79  
8.6.
  Exclusive Remedy     80  
 
           
ARTICLE IX
 
           
TERMINATION AND AMENDMENT
 
           
9.1.
  Termination     81  
9.2.
  Effect of Termination     82  

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        Page
 
9.3.
  Termination Fee     82  
9.4.
  Amendment     84  
9.5.
  Extension; Waiver     84  
 
           
ARTICLE X
 
           
HOLDER REPRESENTATIVE
 
           
10.1.
  Holder Representative     84  
10.2.
  Designation and Replacement of Holder Representative     85  
10.3.
  Authority and Rights of the Holder Representative; Limitations on Liability     85  
10.4.
  Representations and Warranties     85  
10.5.
  Reliance     85  
 
           
ARTICLE XI
 
           
GENERAL PROVISIONS
 
           
11.1.
  Notices     86  
11.2.
  Interpretation     87  
11.3.
  Counterparts     87  
11.4.
  Entire Agreement     88  
11.5.
  Severability     88  
11.6.
  Governing Law; Jurisdiction     88  
11.7.
  WAIVER OF JURY TRIAL     88  
11.8.
  Public Announcements     88  
11.9.
  Assignment; Third Party Beneficiaries     89  
11.10.
  Specific Performance     89  
     
Exhibit A
  Holder Acknowledgement
Exhibit B
  Representation Letter

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INDEX OF DEFINED TERMS
    Section
2011 Notes   6.6 (b)
Aggregate In-The-Money Equity Award Exercise Price   1.7 (b)(ii)
Aggregate Fully-Diluted Company Common Shares   1.7 (b)(i)
Aggregate Merger Consideration   1.7 (b)(iii)
Agreement   Preamble  
Alternative Transaction   6.10 (c)
Alternative Transaction Proposal   6.10 (c)
Antitrust Authority   6.1 (a)
Applicable Percentage   8.7 (b)
Bankruptcy and Equity Exception   3.3 (a)
Basket   8.2 (a)(iii)(B)
Cash Consideration   1.7 (b)(iv)
Certificate   1.5 (d)
Certificate of Merger   1.3  
Change of Recommendation   6.3 (c)
Change of Recommendation Breach Termination Fee   9.3 (a)(i)
Closing   1.2 (a)
Closing Certificates   8.1  
Closing Date   1.2 (a)
Closing Negative Adjustment Amount   1.7 (b)(v)
Closing Positive Adjustment Amount   1.7 (b)(vi)
Code   Recitals  
Commitment Letter   4.7  
Company   Preamble  
Company Benefit Plans   3.10 (a)
Company Bid   3.14 (e)
Company Breach Termination Fee   9.3 (a)(iv)
Company Bylaws   3.1 (b)
Company Certificate   3.1 (b)
Company Common Shares Outstanding   1.7 (b)(vii)
Company Common Stock   Recitals  
Company Contract   3.13 (a)
Company Credit Agreement   6.6 (a)
Company Debt   3.2 (b)
Company Disclosure Schedule   Art. III  
Company Equity Awards   2.2  
Company Expenses   2.6 (a)
Company Foreign Plan   3.10 (o)
Company Government Contract   3.14 (e)
Company Intellectual Property   3.19 (a)
Company Joint Ventures   3.2 (b)
Company Leased Properties   3.18 (a)
Company Letters of Credit   6.6 (c)

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    Section
Company Options   1.6 (a)
Company Owned Properties   3.18 (a)
Company Real Property   3.18 (a)
Company RSUs   1.6 (c)
Company SARs   1.6 (b)
Company SEC Reports   3.5 (a)
Company Significant Customer   3.17  
Company Significant Supplier   3.17  
Company Stock Plans   1.6 (a)
Company Title IV Plan   3.10 (e)
Confidentiality Agreement   6.2  
Continuing Employees   6.8 (c)
Controlled Group Liability   3.10 (j)
Contract   3.13 (a)
Credit Agreement Termination   6.6 (a)
Current Tax Period   3.13 (a)
Damages   8.2 (a)
De Minimis Amount   8.2 (a)(iii)(A)
DGCL   1.1  
Discharge   6.6 (b)
Dissenting Shares   1.5 (e)
DPC Common Shares   1.5 (b)
Effective Time   1.3  
Environmental Law   3.20 (g)
Environmental Permits   3.20 (g)
Equity Award Consideration   2.2  
Escrow Account   2.4 (a)
Escrow Agent   2.4 (a)
Escrow Agreement   2.4 (a)
Escrow Participating Holders   2.4 (a)
Escrow Percentage   2.4 (a)
ERISA   3.10 (a)
ERISA Affiliate   3.10 (j)
Exchange Act   3.5 (a)
Exchange Agent   2.1  
Exchange Fund   2.2  
Excluded Taxes   3.9 (f)(iii)
Export Control Laws   3.12 (b)
EY   1.7 (c)
Financing   4.7  
Financing Sources   11.6  
GAAP   3.1 (c)
Governmental Entity   3.4  
Hazardous Substance   3.20 (g)
Holder   2.6 (b)
Parent Expenses   2.6 (a)

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    Section
Holder Acknowledgement   2.3 (a)
Holder Allocable Expenses   2.6 (b)
Holder Indemnified Parties   8.2 (b)
Holder Representative   10.1  
HSR Act   3.4  
In-The-Money Equity Awards   1.7 (b)(viii)
Indebtedness   3.13 (c)
Indemnification Escrow Amount   2.4 (a)
Indemnification Escrow Property   8.7 (a)
Indemnified Party   8.3 (a)
Indenture   6.6 (b)
Indemnifying Party   8.3 (a)
Interim Period Interest   2.6 (a)
Investor Questionairre   1.7 (a)
IRS   3.10 (b)
Letter of Transmittal   2.3 (a)
Liens   3.2 (c)(i)
LLC Merger   Recitals  
Majority Holders   10.2  
Material Adverse Effect   3.7 (a)
Marketing Period   1.2 (b)
Merger   Recitals  
Merger Consideration   1.7 (a)
Merger Consideration Per Fully-Diluted Company Common Share   1.7 (b)(ix)
Merger Sub   Preamble  
Mergers   Recitals  
Multiemployer Plan   3.10 (f)
Multiple Employer Plan   3.10 (f)
NOL   2.3 (e)
NOL Carryforwards   3.9 (d)
Non-Accredited Investor   1.7 (a)
Non-Accredited Investor Consideration   1.7 (a)
NYSE   2.3 (e)
OFAC   3.12 (b)
Option Consideration   1.7 (b)(x)
Outside Date   9.1 (c)
Parent   Preamble  
Parent Breach Fee   9.3 (a)(iv)
Parent Bid   4.16 (e)
Parent Bylaws   4.1 (b)
Parent Capitalization Date   4.2  
Parent Certificate   4.1 (b)
Parent Common Stock   1.7 (a)
Parent Contract   4.15 (a)
Parent Debt   4.2 (b)
Parent Disclosure Schedule   Art. IV  

-vii-


 

    Section
Parent Government Contract   4.16 (e)
Parent Indemnified Parties   8.2 (a)
Parent Intellectual Property   4.21 (a)
Parent Joint Ventures   4.2 (b)
Parent Leased Properties   4.20  
Parent Meeting   6.3 (a)
Parent Owned Properties   4.20  
Parent Preferred Stock   4.2 (a)
Parent Real Property   4.20  
Parent SEC Reports   4.5  
Parent Significant Customer   4.19  
Parent Significant Supplier   4.19  
Parent Signing Price   1.7 (b)(xi)
Parent Stock Plans   4.2 (a)
Parent Stockholder Approval   6.3 (a)
Parent Voting Debt   4.2 (b)
Payoff Amount   6.6 (a)
Payoff Letter   6.6 (a)
PBGC   3.10 (e)
Per Share Cash Consideration   1.7 (b)(xii)
Per Share Merger Consideration   1.7 (a)
Per Share Stock Consideration   1.7 (b)(xiii)
Permit   3.12 (a)
Permitted Encumbrances   3.18 (b)
Pre-Closing NOL   8.2 (a)(iii)(D)
Pre-Closing Tax Return   6.15 (a)
Pre-Closing Tax Period   3.9 (f)(iv)
Premium Cap   6.12 (b)
Proxy Statement   3.4 (a)
PWC   1.7 (c)
PWC/EY Notice   1.7 (c)
Qualified Plans   3.10 (d)
Regulatory Agencies   3.5 (b)
Release   3.20 (g)
Representatives   6.10 (a)
Restraints   7.1 (d)
RSU Consideration   1.7 (b)(xiv)
Sarbanes-Oxley Act   3.5 (a)
SAR Consideration   1.7 (b)(xv)
SEC   Article III  
Securities Act   3.2 (b)
Specified Representations   8.1  
SRO   3.4  
Stock Consideration Amount   1.7 (b)(xvi)
Stockholder Vote Termination Fee   9.3 (a)(ii)

-viii-


 

    Section
Stockholders Agreement   Recitals  
Straddle Period Tax Return   6.15 (b)
Subsidiary   3.1 (c)
Survival Termination Date   2.4 (a)
Surviving Company   1.11  
Surviving Company Plan   6.8 (c)
Surviving Corporation   Recitals  
Tax   3.9 (f)(i)
Tax Analysis Objections   1.7 (c)
Tax-Effected Company Expense Amount   1.7 (b)(xvii)
Taxes   3.9 (f)(i)
Tax Return   3.9 (f)(ii)
Termination Fees   9.3 (a)(iv)
Third Party Claim   8.3 (a)
Transaction Bonus Pool   6.8 (b)
Transaction Tax Analysis   1.7 (c)
Trust Account Common Shares   1.5 (b)
Unresolved Claims   8.7 (b)
Voting Debt   3.2 (b)

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AGREEMENT AND PLAN OF MERGER
     AGREEMENT AND PLAN OF MERGER, dated as of March 23, 2010 (this “Agreement”), by and among VOUGHT AIRCRAFT INDUSTRIES, INC., a Delaware corporation (the “Company”), TRIUMPH GROUP, INC., a Delaware corporation (“Parent”), SPITFIRE MERGER CORPORATION, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and TC GROUP, L.L.C., as the Holder Representative.
W I T N E S S E T H:
     WHEREAS, the Boards of Directors of the Company, Parent and Merger Sub have determined that it is in the best interests of their respective corporations and their stockholders to consummate the strategic business combination transaction provided for in this Agreement in which Merger Sub will, on the terms and subject to the conditions set forth in this Agreement, merge with and into the Company (the “Merger”), with the Company as the surviving corporation in the Merger (sometimes referred to in such capacity as the “Surviving Corporation”);
     WHEREAS, as soon as reasonably practicable following the Merger and as part of a single integrated transaction, Parent shall cause the Surviving Corporation to be merged with and into a direct wholly owned limited liability company subsidiary of Parent (the “LLC Merger ” and collectively with the Merger, the “Mergers”), with such subsidiary surviving the LLC Merger as a direct wholly owned subsidiary of Parent;
     WHEREAS, concurrently with the execution of this Agreement, Parent, certain holders of the common stock, par value $0.01 per share, of the Company (the “Company Common Stock ”) and the Holder Representative are entering into a Stockholders Agreement with even date hereof (the “Stockholders Agreement”);
     WHEREAS, the parties hereto intend that the Mergers, taken together, shall be treated as a single integrated transaction and shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code;
     WHEREAS, the parties have priced the transaction to close on July 1, 2010, and accordingly have provided for a contingent adjustment downwards or upwards of $177,352 per day depending on whether the transaction closes before or after such date; and
     WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.
     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

 


 

ARTICLE I
THE MERGERS
     1.1. The Merger. Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL ”), at the Effective Time, Merger Sub shall merge with and into the Company. The Company shall be the Surviving Corporation in the Merger and shall continue its existence as a corporation under the laws of the State of Delaware. As of the Effective Time, the separate corporate existence of Merger Sub shall cease.
     1.2. Closing.
     (a) On the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the “Closing ”) shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York at 10:00 a.m. on the date that is the later of (a) the third business day following the expiry of the Marketing Period and (b) July 1, 2010, or at such other time and place as may be mutually agreed by the parties (the “Closing Date ”); provided that if the Marketing Period expires prior to July 1, 2010 and Parent shall have received the certificates required by Section 7.2(c) that, as of the expiry of the Marketing Period, the conditions to Closing set forth in Sections 7.2(a) and 7.2(b) remained satisfied through the duration of the Marketing Period, then Parent agrees that the conditions to Closing set forth in Sections 7.2(a) and 7.2(e) shall be deemed to have been satisfied as of the Closing Date and the certificates required by Section 7.2(c) need only be delivered as of the Closing Date with respect to Section 7.2(b).
     (b) For purposes of this Agreement, “Marketing Period” shall mean a period of eight consecutive business days (which period shall not include any days from and including May 28, 2010 to June 1, 2010, July 2, 2010 to July 6, 2010 and August 15, 2010 to September 8, 2010) following the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied or waived at the Closing).
     1.3. Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall file with the Secretary of State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger ”) executed and acknowledged in accordance with the relevant provisions of the DGCL. The merger shall be effective at the date and time that the Certificate of Merger has been duly filed with the Secretary of State of Delaware (the time when the Merger becomes effective, the “Effective Time ”).
     1.4. Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in the DGCL.
     1.5. Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any of the following securities:

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     (a) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.
     (b) All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are owned by the Company, Parent or any wholly-owned subsidiary of the Company or Parent (other than shares of Company Common Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares ”) and other than shares of Company Common Stock held, directly or indirectly, by the Company or Parent in respect of a debt previously contracted (any such shares, “DPC Common Shares ”)) shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor.
     (c) Each share of Company Common Stock, except for shares of Company Common Stock described in Section 1.5(b) and Dissenting Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive the Per Share Merger Consideration, as determined pursuant to Section 1.7.
     (d) All of the shares of Company Common Stock converted into the right to receive the Per Share Merger Consideration pursuant to this Article I shall no longer be outstanding as of the Effective Time and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Company Common Stock (each, a “Certificate ”) shall thereafter represent only the right to receive the Per Share Merger Consideration and/or cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.5 and Section 2.3(e), as well as any dividends to which holders of Company Common Stock become entitled in accordance with Section 2.3(c).
     (e) Each outstanding share of Company Common Stock the holder of which has not voted in favor of adoption of this Agreement and with respect to which appraisal has been properly demanded in accordance with Section 262 of the DGCL (the “Dissenting Shares ”) shall not be converted into or represent a right to receive the Per Share Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL unless and until the holder of such shares withdraws such demand for such appraisal or becomes ineligible for such appraisal. If any holder of Dissenting Shares fails to perfect or effectively waives, withdraws or loses such stockholder’s rights under Section 262 of the DGCL, such stockholder’s Dissenting Shares shall thereupon be deemed to have been cancelled at the Effective Time, and the holder thereof shall be entitled to receive the Per Share Merger Consideration (payable without any interest thereon) as compensation for such cancellation. The Company shall give Parent prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such Dissenting Shares and of withdrawals of such notice and any other instruments provided pursuant to applicable law and Parent shall

-3-


 

have the right to participate in all negotiations and proceedings with respect to such demands except as required by applicable law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, unless and to the extent required to do so under applicable law. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation in accordance with the DGCL. Nothing in this Agreement is intended to amend or waive any obligation of any holder of Company Common Stock who has waived or limited the right to assert dissenters’ rights in a separate agreement.
     1.6. Stock Options and Other Stock-Based Awards. (a) Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase shares of Company Common Stock granted under the 2001 Stock Option Plan of the Company and the 2006 Incentive Award Plan of the Company (collectively, the “ Company Stock Plans ”), regardless of whether or not vested, that is outstanding immediately prior to the Effective Time (collectively, the “Company Options ”) shall be cancelled and shall entitle the holder thereof to the right to receive as soon as reasonably practicable following the Effective Time (and in any event prior to the third business day after the later of (i) the Closing Date and (ii) the date on which the holder of the Company Option in question executes and delivers a Holder Acknowledgement as provided in Section 2.3, but in each case no later than the expiration of the original term of such Company Option), a lump sum cash payment, without interest, equal to the Option Consideration applicable to such holder’s Company Option, as determined pursuant to Section 1.7.
     (b) Immediately prior to the Effective Time, each stock appreciation right with respect to shares of Company Common Stock granted under a Company Stock Plan, regardless of whether or not vested, that is outstanding immediately prior to the Effective Time (collectively, the “ Company SARs ”) shall be cancelled and shall entitle the holder thereof to the right to receive, as soon as reasonably practicable following the Effective Time (and in any event prior to the third business day after the later of (i) the Closing Date and (ii) the date on which the holder of the Company SAR in question executes and delivers a Holder Acknowledgement as provided in Section 2.3, but in each case no later than the expiration of the original term of such Company SAR), a lump sum cash payment, without interest, equal to the SAR Consideration applicable to such holder’s Company SAR, as determined pursuant to Section 1.7.
     (c) Immediately prior to the Effective Time, each restricted share unit with respect to shares of Company Common Stock granted under a Company Stock Plan, regardless of whether or not vested, that is outstanding immediately prior to the Effective Time (collectively, the “ Company RSUs ”) shall be cancelled and shall entitle the holder thereof to the right to receive, as soon as reasonably practicable following the Effective Time (and in any event prior to the third business day after the later of (i) the Closing Date and (ii) the date on which the holder of the Company RSU in question executes and delivers a Holder Acknowledgement as provided in Section 2.3), a lump sum cash payment, without interest, equal to the RSU Consideration applicable to such Company RSU, as determined pursuant to Section 1.7.
     (d) Parent or the Surviving Corporation shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Section 1.6 to any holder of Company Options, Company SARs and Company RSUs such amounts as the Surviving

-4-


 

Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law, and the Surviving Corporation shall make any required filings with and payments to Tax authorities relating to any such deduction or withholding. To the extent that amounts are so deducted and withheld by the Surviving Corporation and paid to the applicable Tax authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Options, Company SARs or Company RSUs in respect of which such deduction and withholding was made by the Surviving Corporation.
     (e) The Company and Parent agree that prior to the Effective Time the Company Stock Plans shall be amended to reflect the transactions contemplated by this Agreement, including (i) to preclude any automatic or formulaic grant of options, restricted shares or other awards thereunder on or after the date hereof, and (ii) to terminate the Company Stock Plans effective as of the Effective Time.
     (f) Prior to the Effective Time, the Company, the Board of Directors of the Company and the Compensation Committee of the Board of Directors of the Company, as applicable, shall adopt resolutions and take all other actions necessary to effectuate the provisions of this Section 1.6 and to ensure that, notwithstanding anything to the contrary, following the Effective Time, no service provider of the Company and its Subsidiaries shall have any right to acquire any securities of the Company, the Surviving Corporation or any Subsidiary thereof or to receive any payment, right or benefit with respect to any award previously granted under the Company Stock Plans (whether hereunder, under any Company Stock Plan or individual award agreement or otherwise) except the right to receive the consideration as provided in this Section 1.6.
     1.7. Allocation of Merger Consideration.
     (a) The consideration payable hereunder (the “Merger Consideration”) shall be allocated among the holders of the shares of Company Common Stock, the Company Options, the Company SARs and the Company RSUs as set forth in Section 1.6 (with respect to the Company Options, Company SARs and Company RSUs) and this Section 1.7. At the Effective Time, each share of Company Common Stock, except for shares of Company Common Stock owned by the Company, Parent or any wholly owned subsidiary of Company or Parent referred to in Section 1.5(b) and Dissenting Shares, shall be converted into the right to receive both (i) an amount of cash, without interest, equal to the Per Share Cash Consideration and (ii) a number of fully-paid and non-assessable shares of common stock, par value $0.001 per share, of Parent (“Parent Common Stock ”) equal to the Per Share Stock Consideration (the consideration referred to in clause (i) and clause (ii) of this sentence being collectively referred to as the “Per Share Merger Consideration ”); provided that any holder of Company Common Stock (other than a holder of Dissenting Shares) who (i) is not an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) or (ii) does not complete and deliver to the Company, Parent or the Exchange Agent prior to the Closing Date an investor questionnaire that includes a representation that such holder is an accredited investor (a “Non-Accredited Investor ”), (which questionnaire shall be in form and substance reasonably acceptable to Parent) (an “Investor Questionnaire ”) shall receive an amount of cash, without interest, equal to the Merger Consideration Per Fully-Diluted Common Share (the “Non-Accredited Investor Consideration ”).

-5-


 

     (b) For purposes of this Agreement:
          (i) “Aggregate Fully-Diluted Company Common Shares” shall be the sum of (i) the Company Common Shares Outstanding, (ii) the aggregate number of shares of Company Common Stock that would be issuable upon the exercise in full of all In-The-Money Equity Awards outstanding immediately prior to the Effective Time (assuming that the Company does not exercise its right to pay in cash the Company SARs in cash) and (iii) the aggregate number of shares of Company Common Stock issuable upon the settlement in full of all Company RSUs outstanding immediately prior to the Effective Time.
          (ii) “Aggregate In-The-Money Equity Award Exercise Price” shall be the sum of the exercise prices that would be payable upon exercise in full immediately prior to the Effective Time of all In-The-Money Equity Awards.
          (iii) “Aggregate Merger Consideration” shall be equal to the sum of (A) Nine Hundred Forty-Two Million Dollars ($942,000,000), plus (B) the Closing Positive Adjustment Amount, minus (C) the Closing Negative Adjustment Amount, minus (D) Tax-Effected Company Expense Amount, minus (E) the Holder Allocable Expenses paid by Parent to the Holder Representative at Closing in accordance with Section 2.6, minus (F) 65% of the amount of the Transaction Bonus Pool.
          (iv) “Cash Consideration” means $525,000,000.
          (v) “Closing Negative Adjustment Amount” means (A) if the Closing occurs on or after July 1, 2010, zero or (B) if the Closing occurs prior to July 1, 2010, an amount equal to (x) the number of calendar days that elapse following the Closing Date through and including June 30, 2010, multiplied by (y) $177,352.
          (vi) “Closing Positive Adjustment Amount” means (A) if the Closing occurs on or before July 1, 2010, zero or (B) if the Closing occurs after July 1, 2010, an amount equal to (x) the number of calendar days that elapse following July 1, 2010 through and including the Closing Date, multiplied by (y) $177,352.
          (vii) “Company Common Shares Outstanding” means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time of the Merger (including Dissenting Shares), but excluding, for the avoidance of doubt, any shares of Company Common Stock issuable upon exercise of any Company Options, Company SARs or Company RSUs.
          (viii) “In-The-Money Equity Awards” means the Company Options and Company SARs that immediately prior to the Effective Time have an exercise price that is less than the Merger Consideration Per Fully-Diluted Company Common Share.
          (ix) “Merger Consideration Per Fully-Diluted Company Common Share” means the quotient of (i) the sum of the Aggregate Merger Consideration, plus the Aggregate In-The-Money Equity Award Exercise Price, divided by (ii) the Aggregate Fully-Diluted Company Common Shares.

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          (x) “Option Consideration” means, for each Company Option, the excess, if any, of (i) the Merger Consideration Per Fully-Diluted Company Common Share, multiplied by the aggregate number of shares of Company Common Stock issuable upon exercise in full of such Company Option, minus (ii) the exercise price payable upon exercise in full of such Company Option.
          (xi) “Parent Signing Price” shall be equal to $52.76 per share.
          (xii) “Per Share Cash Consideration” shall equal the quotient of (x) (A) the Cash Consideration, minus (B) the aggregate Option Consideration payable in respect of all Company Options outstanding immediately prior to the Effective Time, minus (C) the aggregate SAR Consideration payable in respect of all Company SARs outstanding immediately prior to the Effective Time, minus (D) the aggregate RSU Consideration payable in respect of all Company RSUs outstanding immediately prior to the Effective Time, minus (E) the aggregate Non-Accredited Investor Consideration divided by (y) the difference between (A) Company Common Shares Outstanding and (B) the aggregate number of shares of Company Common Stock held immediately prior to the Effective Time by all holders that are Non-Accredited Investors.
          (xiii) “Per Share Stock Consideration” means a number of shares of Parent Common Stock equal to the quotient of (i) the quotient of (A) the Stock Consideration Amount divided by (B) the difference between (x) Company Common Shares Outstanding and (y) the aggregate number of shares of Company Common Stock held immediately prior to the Effective Time by all holders that are Non-Accredited Investors divided by (ii) the Parent Signing Price.
          (xiv) “RSU Consideration” means, for each Company RSU, an amount equal to (x) the Merger Consideration Per Fully-Diluted Company Common Share, multiplied by (y) the aggregate number of shares of Company Common Stock issuable upon the settlement in full of such Company RSU.
          (xv) “SAR Consideration” means, for each Company SAR, the excess, if any, of (i) the Merger Consideration Per Fully-Diluted Company Common Share, multiplied by the number of shares of Company Common Stock that would be issuable upon exercise in full of such Company SAR (assuming that the Company does not exercise is right to pay such Company SAR in cash) minus (ii) the exercise price payable upon exercise in full of such Company SAR.
          (xvi) “Stock Consideration Amount” means the Aggregate Merger Consideration minus the Cash Consideration.
          (xvii) “Tax-Effected Company Expense Amount” means the sum of (x) 65% of the Company Expenses (other than the Interim Period Interest) determined to be deductible for income Tax purposes pursuant to Section 1.7(c), plus (y) 100% of the Company Expenses not determined to be deductible for income Tax purposes pursuant to Section 1.7(c), plus (z) 65% of the Interim Period Interest.

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     (c) At least 45 days prior to closing, the Company shall provide to Parent a schedule of the estimated Company Expenses. Parent shall instruct Ernst & Young LLP (“EY ”) to review the schedule of estimated Company Expenses and perform its good faith analysis of the deductibility for income Tax purposes of the Company Expenses and deliver to the Company and Parent, at least twenty (20) days prior to the Closing Date, a written report setting forth their good faith estimate of the amount of the Company Expenses that are reasonably deductible by the Company for income Tax purposes, including a reasonably detailed explanation of the reasons for such determination (the “Transaction Tax Analysis ”), which analysis shall take into account such information (to the extent relevant) as may be supplied by the Company to EY. The Company shall cause PricewaterhouseCoopers LLP (“PWC ”) to review and analyze the Transaction Tax Analysis, and, if the Company delivers to Parent a good faith written objection to all or any part of the Transaction Tax Analysis based on PWC’s review and analysis of the Transaction Tax Analysis (the “Tax Analysis Objections ”), the Company and Parent shall meet and discuss the Tax Analysis Objections and use reasonable best efforts to resolve any disagreement of the parties in respect of the Tax Analysis Objections prior to the Closing Date. If notwithstanding their respective reasonable best efforts Parent and Company are unable to resolve any disagreement of the parties in respect of the Tax Analysis Objections, the determination of the deductibility for income Tax purposes of the Company Expenses set forth in the Transaction Tax Analysis (as modified by agreement of EY and PWC and/or Parent and Company) will be binding on the parties for the purpose of this Section 1.7. In determining the deductibility of the Company Expenses pursuant to this Section 1.7(c), Parent will not take any position inconsistent with its good faith intent as to the manner in which Parent intends to report such items on the federal and state income Tax returns of Parent, the Company and their respective Subsidiaries following Closing.
     1.8. Certificate of Incorporation and By-laws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided therein or by applicable law; provided , however , that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation will be amended and restated in its entirety to read as follows: “The name of the corporation is Vought Aircraft Industries, Inc. (the “Company”).” The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable law.
     1.9. Directors and Officers. The directors, if any, and officers of Merger Sub shall, from and after the Effective Time, become the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation of the Surviving Corporation.
     1.10. Tax Consequences. It is intended that the Mergers, taken together, shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

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     1.11. The LLC Merger. On the Closing Date and as soon as practicable following the Effective Time, Parent shall cause the Surviving Corporation to be merged with and into a direct wholly owned limited liability company that is disregarded as an entity separate from Parent for federal income tax purposes, with such subsidiary (the “Surviving Company ”) surviving the LLC Merger as a direct wholly owned subsidiary of Parent.
ARTICLE II
DELIVERY OF MERGER CONSIDERATION
     2.1. Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company, or Parent’s transfer agent, pursuant to an agreement reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent ”) hereunder.
     2.2. Deposit of Merger Consideration and Equity Award Consideration. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, (i) for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with Section 2.3, (A) certificates representing the aggregate Per Share Stock Consideration issuable pursuant to Section 1.7 and (B) subject to Section 2.4, cash representing the aggregate Per Share Cash Consideration, the aggregate Non-Accredited Investor Consideration payable pursuant to Section 1.7 and cash necessary to pay in lieu of fractional shares pursuant to Section 2.3(e) and, (ii) subject to Section 2.4, for the benefit of the holders of Company Options, Company SARs and Company RSUs (collectively, the “Company Equity Awards ”), for payment in accordance with Section 1.6, cash representing the aggregate Option Consideration, SAR Consideration and RSU Consideration payable pursuant to Section 1.6 (the “Equity Award Consideration ”) (such shares of Parent Common Stock together with such cash, the “ Exchange Fund ”).
     2.3. Delivery of Merger Consideration and Equity Award Consideration. (a) Prior to the Effective Time (and in any event no later than 45 days after the date hereof), the Company shall mail or hand deliver to each holder of record of Certificate(s) as of the business day immediately prior to the date of such mailing or delivery and each holder of a Company Equity Award, (i) in the case of a record holder of Certificate(s), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent in a form to be mutually agreed upon by the Company and Parent (the “Letter of Transmittal ”), (B) instructions for use in surrendering Certificate(s) for shares in exchange for the Per Share Merger Consideration or the Non-Accredited Investor Consideration, as applicable, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c), and (C) a form of Investor Questionnaire, and (ii) in the case of a holder of a Company Equity Award, a form of acknowledgement attached as Exhibit A hereto (a “ Holder Acknowledgement ”), acknowledging, as of the Effective Time, cancellation of all Company Equity Awards held by such holder. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificates as of immediately prior to the Effective Time and each holder of Company Equity Awards as of

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immediately prior to the Effective Time (other than such holders who have delivered to the Exchange Agent on or prior to the Closing Date such holder’s Certificate(s), a Letter of Transmittal and Investor Questionnaire or, in the case of a holder of Company Equity Awards, a Holder Acknowledgement), (i) in the case of a record holder of Certificates, (A) a Letter of Transmittal, (B) instructions for use in surrendering Certificates in exchange for the Per Share Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefore and any dividends or distributions to which the holder is entitled pursuant to Section 2.3(e), and (C) a form of Investor Questionnaire, and (ii) in the case of a holder of a Company Equity Award, a Holder Acknowledgement.
     (b) Upon the later of (i) the Effective Time and (ii) surrender to the Exchange Agent of its Certificate or Certificates, accompanied by a properly completed Letter of Transmittal and Investor Questionnaire, or in the case of the holder of a Company Equity Award, a Holder Acknowledgement, (A) a holder of Company Common Stock will be entitled to receive promptly after the Effective Time a certificate or certificates representing that whole number of shares of Parent Common Stock such holder has the right to receive pursuant to Section 1.7 in such denominations and registered in such names as such holder may request and subject to Section 2.4, a check representing the portion of the Cash Consideration that such holder has the right to receive pursuant to Section 1.7 plus any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate or Certificates and (B) a holder of any Company Equity Award will be entitled to receive, at the time provided in Section 1.6, a check representing the Equity Award Consideration to which such holder is entitled pursuant to Section 1.6; provided , however , that Parent may deliver the Equity Award Consideration through its ordinary payroll systems in lieu of delivering a check. No interest will be paid or accrued on the Per Share Merger Consideration or the Non-Accredited Investor Consideration or the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to a holder of Company Common Stock or on the Equity Award Consideration payable to a holder of Company Equity Award. Until so surrendered, each such Certificate for shares shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Per Share Merger Consideration or Non-Accredited Investor Consideration, as the case may be, and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. Notwithstanding the foregoing, any holder of a Certificate or Certificates that delivers to the Exchange Agent prior to the Closing Date a Certificate or Certificates, accompanied by a properly completed Letter of Transmittal and Investor Questionnaire, shall, subject to Section 2.4, be entitled to receive, on the Closing Date, either from the Exchange Agent or Parent, by wire transfer of same day funds (provided that Exchange Agent and Parent may make payment by check in lieu of wire transfer to any holder entitled to an amount of less than $1,000,000), the Per Share Cash Consideration or the Non-Accredited Investor Consideration, as applicable, for the shares of Company Common Stock represented by such Certificate or Certificates that such holder has the right to receive pursuant to Section 1.7, plus cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration thereof in respect of shares of Company Common Stock represented by its Certificate or Certificates, and physical delivery to its Representative present at the location of the Closing of a certificate or certificates evidencing the whole number of

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shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.7, in such denomination and registered in such names as such holder may request.
     (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate.
     (d) The Exchange Agent and Parent shall be entitled to deduct and withhold from any amounts otherwise payable in respect of Company Equity Awards pursuant to this Agreement such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent amounts are so withheld by the Exchange Agent or Parent, as the case may be, and paid to the applicable Tax authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of whom such deduction and withholding was made. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time or with respect to the exercise of Company Equity Awards that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, Certificates shall be cancelled and exchanged for the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II.
     (e) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former stockholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average, rounded to the nearest one one-hundredth, of the closing sale prices of Parent Common Stock on the New York Stock Exchange (the “NYSE ”) (or such other primary stock exchange on which the Parent Common Stock is then listed) as reported by The Wall Street Journal for the five trading days immediately preceding the date of the Effective Time by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to

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the nearest hundredth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Sections 1.5 and 1.7.
     (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company as of the six month anniversary of the Effective Time may, at Parent’s option, be paid to Parent. In such event, any former stockholders or any former holder of Company Equity Awards who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Per Share Merger Consideration, the Non-Accredited Investor Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement or with respect to the Equity Award Consideration, in each case, without any interest thereon. The Exchange Agent will notify Parent prior to the time that any portion of the Exchange Fund that remains unclaimed would have to be delivered to a public official pursuant to applicable abandoned property, escheat or similar laws and, at Parent’s option, such portion shall be paid to Parent. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock or Company Equity Awards for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.
     (g) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration or Option Consideration, as the case may be, deliverable in respect thereof pursuant to this Agreement.
     (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.3(f) and any losses resulting from such investments will be made up by Parent.
     (i) All shares of Parent Common Stock received in the Merger will be subject to restrictions on transfer under the Securities Act and each certificate representing such shares shall include the legend contained in the Stockholders Agreement referencing such restrictions on transfer.
     2.4. Indemnification Escrow.
     (a) Indemnification Escrow. Notwithstanding anything to the contrary in the foregoing provisions of this Agreement, on the Closing Date, $35,000,000 of the Cash Consideration (the “Indemnification Escrow Amount ”) otherwise payable to the holders of shares of Company Common Stock (other than Dissenting Shares), Company Options, Company SARs and Company RSUs (the “Escrow Participating Holders ”) will be deducted from the Cash Consideration to be paid to the Escrow Participating Holders (pro rata in accordance with the

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Escrow Participating Holders’ relative Escrow Percentages) and shall be paid by Parent to an escrow agent to be mutually agreed among the Holder Representative and Parent (the “Escrow Agent ”) to be held in escrow to serve as the sole source of payment of claims for indemnification pursuant to Section 8.5(d). The Indemnification Escrow Amount shall be held and invested by the Escrow Agent in an account (the “Escrow Account ”) in accordance with the terms of an escrow agreement to be mutually agreed upon by the Holder Representative and Parent (the “ Escrow Agreement ”). The Indemnification Escrow Amount shall be held and invested by the Escrow Agent in accordance with the terms of the Escrow Agreement, which shall specify that (i) the funds remaining therein (if any) shall be released to the Escrow Participating Holders on the first anniversary of the Closing Date (the “Survival Termination Date ”), except as provided in Section 8.7, and (ii) no funds shall be released from the Escrow Account unless such release of funds is authorized by joint written instructions to the Escrow Agent signed by Parent and the Holder Representative or either Parent or the Holder Representative delivers to the Escrow Agent and the other parties to the Escrow Agreement a final, non-appealable order of a court of competent jurisdiction determining that either Parent or the Holder Representative is entitled to release of such funds under this Agreement and the Escrow Agreement. Each of Parent and the Holder Representative agrees to execute and deliver to the Escrow Agent joint written instructions providing for release of all or a portion of the Escrow Amount, and any interest earned thereon, promptly upon any person becoming entitled to release of such funds under this Agreement and the Escrow Agreement. The “Escrow Percentage ” of each Escrow Participating Holder means a fraction, expressed as a percentage, (x) the numerator of which is the sum of the shares of Company Common Stock, Company Options, Company SARs and Company RSUs held by such Escrow Participating Holder immediately prior to the Effective Time, and (y) the denominator of which is the Aggregate Fully-Diluted Company Common Shares minus the Dissenting Shares.
     (b) The Escrow Agent and Parent shall be entitled to deduct and withhold from any amounts otherwise payable to holders of Company Equity Awards pursuant to this Agreement such amounts as the Escrow Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent amounts are so withheld by the Exchange Agent or Parent, as the case may be, and paid to the relevant Tax authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of whom such deduction and withholding was made.
     2.5. [Reserved].
     2.6. Fees and Expenses.
     (a) All fees and expenses incurred in connection with the Mergers (including brokerage or similar fees and legal and accounting fees and disbursements), this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Mergers are consummated, except for Company Expenses and Parent Expenses. For purposes of this Agreement, “Company Expenses ” shall be (i) the Interim Period Interest, (ii) transfer Taxes in excess of $100,000 in the aggregate and (iii) any out-of-pocket fees and expenses incurred in connection with the Mergers (including brokerage or similar fees and legal and accounting fees and disbursements), the

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execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement that are incurred by the Company prior to the Closing, whether payable before or after the Closing, other than (A) the Transaction Bonus Pool and (B) all costs and expenses related to the Financing, including costs and expenses associated with or relating to compliance by the Company with Sections 6.5 and 6.6. The aggregate dollar amount of Company Expenses shall be deducted from the Stock Consideration Amount as set forth in Section 1.7. On or prior to the fifth business day before the Closing Date, the Company will provide to Parent a true and correct itemized list of the Company Expenses, which list shall include a description of each expense and the dollar amount of each such expense. For purposes of this Agreement “Parent Expenses ” shall mean (i) up to $100,000 in the aggregate for transfer Taxes and (ii) if the Closing occurs, the Transaction Bonus Pool. Parent shall pay all Parent Expenses. “Interim Period Interest ” means, to the extent the 2011 Notes remain outstanding following the Closing Date, the amount of interest that will accrue on the 2011 Notes between the Closing Date and the thirtieth (30 th ) day following the Closing Date.
     (b) On or prior to the fifth business day before the Closing Date, the Holder Representative will provide to Parent a reasonable good faith estimate (which estimate shall include such reserves as the Holder Representative determines in good faith to be Holder Allocable Expenses that are not then known or determinable) of the fees and expenses that have been or may be incurred by the Holder Representative on behalf of the Company and the holders of Company Common Stock, Company Options, Company SARs and Company RSUs (each a “Holder ” and collectively, the “Holders ”) in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby other than the Company Expenses (the “Holder Allocable Expenses ”). On the Closing Date, Parent shall pay to the Holder Representative cash in the amount of such estimated Holder Allocable Expenses and the Holder Representative shall use such cash to pay the Holder Allocable Expenses.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
     Except (i) as disclosed in any of the Company SEC Reports filed with the Securities and Exchange Commission (the “SEC ”) on or after December 31, 2008 but prior to the date of this Agreement (excluding any disclosures set forth in any risk factor section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Company SEC Reports to the extent they are cautionary, predictive or forward-looking in nature); (ii) as disclosed in the draft Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2009 provided to Parent prior to the date hereof (excluding any disclosures set forth in any risk factor section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Company SEC Report to the extent they are cautionary, predictive or forward-looking in nature); or (iii) as disclosed in the disclosure schedule (the “Company Disclosure Schedule ”) delivered by the Company to Parent prior to the execution of this Agreement (provided , however , that disclosure in any section of such schedule shall apply only to the corresponding Section of this Agreement except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant

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to another Section of this Agreement), the Company hereby represents and warrants to Parent as follows:
     3.1. Corporate Organization. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified, would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company.
     (b) True, complete and correct copies of the Certificate of Incorporation of the Company (the “Company Certificate ”) and the Bylaws of the Company (the “Company Bylaws ”) as in effect as of the date of this Agreement, have previously been made available to Parent.
     (c) Each Subsidiary of the Company (i) is duly incorporated or duly formed, as applicable to each such Subsidiary, and validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the requisite corporate power and authority or other power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except in the case of clauses (ii) and (iii), where the failure to have such power or authority, or to be so licensed or qualified, would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company. The copies of the certificates of incorporation, by-laws and similar governing documents of each Subsidiary of the Company previously made available to Parent are true, complete and correct copies of such documents as of the date of this Agreement. As used in this Agreement, the word “Subsidiary ,” when used with respect to either party, means any corporation, partnership, limited liability company or other organization or entity, whether incorporated or unincorporated, that is consolidated with such party for financial reporting purposes under U.S. generally accepted accounting principles (“GAAP ”).
     (d) The Company previously made available to Parent true, complete and correct copies of the minutes adopted with respect to all meetings held, or other resolutions adopted, since January 1, 2007 by its stockholders and Board of Directors (including committees of its Board of Directors).
     3.2. Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of the Company Common Stock, par value $0.01 per share, of which, as of the date hereof, 24,818,900 shares were issued and outstanding. As of the date hereof, no shares of the Company Common Stock were held in Parent’s treasury. As of the date hereof, there were outstanding (A) 514,700 Company Options, which if exercised in full would result in the issuance of 514,700 shares of the Company Common Stock, and 976,840 Company SARs under

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the Company Stock Plans, which will be fully satisfied pursuant to the terms of this Agreement and the transactions contemplated hereby, (B) 617,105 Company RSUs outstanding under the Company Stock Plans, which if settled in full would result in the issuance of 617,105 shares of the Company Common Stock and (C) 1,954,000 additional shares of Common Stock authorized for issuance under the Company Stock Plans. Except as set forth in this Section 3.2(a), the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of Company Common Stock, Voting Debt or any other equity securities of the Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock, Voting Debt or other equity securities of the Company. All of the issued and outstanding shares of the Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Section 3.2(a) of the Company Disclosure Schedule sets forth a correct and complete list, as of the date hereof, of the record holders of the Company Common Stock and each record holder of Company Options, Company SARs and Company RSUs and the number of shares of Company Common Stock held by each such holder and the number of shares of Company Common Stock subject to each of such Company Options, Company SARs and Company RSUs and the exercise prices, as applicable, thereof. Subject to approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock, each holder of outstanding shares of Company Common Stock has agreed to refrain from exercising appraisal rights under Section 262 of the DGCL and has agreed that it shall consent to and raise no objection to the Merger and the other transactions contemplated by this Agreement, and that it shall take all actions that the Board of Directors of the Company and the holders of a majority of the outstanding shares of Common Stock reasonably deem necessary or desirable in connection with the consummation of the Merger. No shares of Company Stock are held by any Subsidiary of the Company.
     (b) There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries (the “Company Debt ”) having the express right to vote on the election or directors of the Company or otherwise vote with or as part of a class with any shares of capital stock of the Company (“Voting Debt ”) issued or outstanding. There are no contractual obligations of the Company or any of its Subsidiaries, (i) to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any equity security of the Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Company or its Subsidiaries or (ii) pursuant to which the Company or any of its Subsidiaries is or could be required to register shares of the capital stock of the Company or other securities under the Securities Act of 1933, as amended (the “Securities Act ”). Set forth in Section 3.2(b) of the Company Disclosure Schedule is a complete and correct list, as of the date hereof, of (x) all Company Debt and (y) each Subsidiary (direct or indirect) of the Company and any joint ventures, formal partnerships or similar arrangements (“Company Joint Ventures ”) in which the Company or any of its Subsidiaries has a limited liability company, partnership or other equity interest (and the amount and percentage of any such interest). No entity in which the Company or any of its Subsidiaries owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all other such entities, material to the business of the Company and its Subsidiaries taken as a whole.

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     (c) (i) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of the Company are owned by the Company or a wholly owned Subsidiary of the Company, directly or indirectly, free and clear of any liens, pledges, charges, claims and security interests and similar encumbrances (“Liens ”), other than Permitted Encumbrances or any Liens that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company and (ii) all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.
     3.3. Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Merger by the stockholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of the Company. The Board of Directors of the Company has determined unanimously that this Agreement is advisable and in the best interests of the Company and its stockholders and has directed that this Agreement be submitted to the Company’s stockholders for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement and the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (which action may be taken by the written consent of such holders pursuant to Section 228 of the DGCL), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception ”)).
     (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions of this Agreement, will (i) violate any provision of the Company Certificate or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any law, judgment, order, injunction or decree applicable to the Company, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, Permit, Contract, by-law or other instrument or obligation to

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which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company (disregarding for this purpose clause (D) of the proviso to the definition of such term).
     3.4. Governmental Consents and Approvals. Except for (a) the filing with the SEC of a proxy statement in definitive form relating to the meeting of the Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement ”), (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLC, (c) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry SRO and the rules and regulations of the NYSE, (d) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act ”) and the expiration or early termination of the HSR Act waiting period applicable to the Merger, and (e) approval of listing of such Parent Common Stock on the NYSE (in each case of (a) through (e) above, that is set forth on Section 3.4 of the Company Disclosure Schedule) or (f) as set forth on Section 7.2(f) of the Parent Disclosure Schedule, and assuming the truth and completeness of the representations and warranties of Parent contained in Section 4.4 of this Agreement, no material consents or approvals of or filings or registrations with any foreign, federal or state government or regulatory or enforcement authority of any such government or any court, governmental or administrative agency or commission or any other authority or instrumentality of such government (each a “Governmental Entity ”) are necessary in connection with the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, and no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by the Company of this Agreement. As used in this Agreement, “ SRO ” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.
     3.5. Reports; Regulatory Matters. (a) The Company has furnished or filed with the SEC each final registration statement, prospectus, report, schedule and definitive proxy statement required to be filed with or furnished to the SEC by the Company or any of its Subsidiaries, pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act ”) from and after January 1, 2007 (the “Company SEC Reports ”) and prior to the date of this Agreement. No such Company SEC Report, at the time so filed or furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. There are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to the Company SEC Reports. To the knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review. No executive officer of the Company has failed in any respect to make the certifications required of

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him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Except as set forth in the Company SEC Reports, no event has occurred since December 31, 2006 that was required to be reported by the Company or any of its Subsidiaries pursuant to Item 404(a) of Regulation S-K promulgated by the SEC and that has not been reported in a Company SEC Report.
     (b) Since January 1, 2007, neither the Company nor any of its Subsidiaries has had any debt or equity securities listed with any SRO or has been subject to the requirements of any SRO (other than any requirements arising out of routine SRO inquiries directed to the Company or its Subsidiaries relating to the securities of other companies unaffiliated with the Company or its Subsidiaries).
     3.6. Financial Statements. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including (x) the Company’s draft Annual Report on Form 10-K for the fiscal year ended December 31, 2009 in the form presented to Parent prior to the date hereof and (y) the related notes and schedules, where applicable) (i) have been prepared from, and in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments), and (iii) have been prepared in accordance with GAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentations items), except, in each case, as indicated in such statements or in the notes thereto and in the case of unaudited statements, as permitted by Form 10-Q. Since January 1, 2007, the books and records of the Company and its Subsidiaries have been, and are being, maintained in a manner necessary to permit preparation of the Company’s financial statements in all material respects in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the date of this Agreement, Ernst & Young LLP has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
     (b) Neither the Company nor any of its Subsidiaries has any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due) of the type required to be recorded on a balance sheet prepared in accordance with GAAP, or would be disclosed in the related notes, except for (i) those liabilities and obligations that are reflected or reserved against on the consolidated balance sheet of the Company included in its draft Annual Report on Form 10-K for the fiscal year ended December 31, 2009 in the form provided to Parent prior to the date hereof (including any notes thereto); (ii) liabilities and obligations incurred in the ordinary course of business since December 31, 2009 or as a result of this Agreement and the transactions contemplated hereby; or (iii) liabilities and obligations disclosed in the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries is a party to any “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K.

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     (c) The Company (x) maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) sufficient to provide reasonable assurance that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (y) since December 31, 2007, has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) to the knowledge of the Company, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. These disclosures were made in writing by management to the Company’s auditors and audit committee, a copy of which has previously been made available to Parent. As of the date hereof, there is no reason to believe that the Company’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
     (d) Since December 31, 2009, to the knowledge of the Company, (i) neither the Company nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Board of Directors of the Company, any committee thereof or to any officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors or employees.
     3.7. Absence of Certain Changes or Events. (a) Since December 31, 2009, through and including the date of this Agreement, no event or events have occurred that have had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. As used in this Agreement, the term “Material Adverse Effect ” means, with respect to Parent or the Company, as the case may be, any change, effect, event, occurrence, circumstance, state of fact or development that is a material adverse effect on the financial condition, business or results of operations of such party and its Subsidiaries, taken as a whole (provided , however , that a “Material Adverse Effect” shall not be deemed to include any change, effect, event, occurrence, circumstance, state of fact or development to the extent resulting from, or any change, effect, event, occurrence, circumstance, state of fact or development arising out of, (A) any change after the date hereof in law, rules, regulations or accounting standards or authoritative interpretations thereof; (B) any change arising after December 31, 2009 in general U.S. or global economic conditions, or changes therein, including interest rates or currency exchange rates; (C) general political conditions or changes therein, acts

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of war, sabotage or terrorism or natural disasters occurring after December 31, 2009 and not specifically related to such Person or its Subsidiaries (including the commencement, continuation or escalation of armed hostilities or other material national or international calamity); (D) the announcement of the transactions contemplated by this Agreement or the performance of this Agreement, including the consummation of the transactions contemplated hereby; (E) any change affecting the aerospace and defense industries generally; (F) any action or omission required pursuant to the terms of this Agreement or effected or taken pursuant to the express written consent of Parent, in the case of the Company, or the Company, in the case of Parent; or (G) any action taken by Parent or any of its affiliates, in the case of the Company, or the Company or any of its affiliates, in the case of Parent, in each case of (A), (B), (C) and (E), except to the extent that the effects of such changes are disproportionately adverse to such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate).
     (b) Since December 31, 2009, through and including the date of this Agreement, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business consistent with their past practice.
     (c) Since December 31, 2009, through and including the date of this Agreement, neither the Company nor any of its Subsidiaries has taken or permitted to occur any action that, were it to be taken from and after the date hereof, would require the prior written consent of Parent pursuant to Section 5.2(a), 5.2(i), 5.2(k) or 5.2(x) (to the extent applicable to Section 5.2(a) or Section 5.2(i)) of this Agreement.
     3.8. Legal Proceedings.
     (a) There are no material pending actions, suits or proceedings (or, to the Company’s knowledge, threatened) against the Company or any of its Subsidiaries, or any of their respective properties, at law or in equity or before any Governmental Entity or arbitration panel.
     (b) Neither the Company nor any of its Subsidiaries nor any of their respective assets is subject to any material outstanding order, writ, judgment, settlement agreement, injunction or decree, in each case, entered, issued or made by or with any Governmental Entity.
     3.9. Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all material Tax Returns (as hereinafter defined) required to be filed, and all such filed Tax Returns are true, correct and complete in all material respects. Each of the Company and its Subsidiaries has timely paid, or has had paid on its behalf, all material Taxes required to be paid by it. The Company has made adequate provision, in accordance with GAAP, in the consolidated financial statements included in the Company SEC Reports filed prior to the date of this Agreement for the payment of all material Taxes for which the Company or any of its Subsidiaries may be liable for the periods covered thereby. No deficiency with respect to material Taxes has been asserted or assessed in writing against the Company or any of its Subsidiaries that has not been fully paid or adequately reserved (in accordance with GAAP) in

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the Company SEC Reports filed prior to the date of this Agreement. No material audits or other administrative or court proceedings are pending with any Governmental Entity with respect to Taxes of the Company or any of its Subsidiaries, and no written notice thereof has been received. The Company and each of its Subsidiaries has withheld from all payments to employees, independent contractors, creditors, shareholders and any other persons (and timely paid to the appropriate Governmental Entity) all material amounts required to be withheld with respect to such payments in compliance with all applicable laws. There are no material Liens for Taxes upon the assets of the Company or any of its Subsidiaries, other than Liens for Taxes not yet due and payable.
     (b) Neither the Company nor any of its Subsidiaries: (i) joins or has joined in the filing of any affiliated, consolidated, combined or unitary federal, state, local or foreign income Tax Return other than the federal income Tax Return for the consolidated group of which the Company is the common parent, (ii) has any liability for Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, (iii) is a party to or bound by any Tax sharing agreement or Tax indemnity agreement, arrangement or practice (other than (x) any customary tax indemnity, tax sharing or tax allocation provision in agreements with customers, vendors, lessors or the like entered into in the ordinary course of business, (y) any customary tax indemnity, tax sharing or tax allocation provision in a customary credit agreement and (z) any customary agreement addressing property taxes payable for properties leased to the Company or any of its Subsidiaries), (iv) has participated in a “listed transaction” (as defined in Treasury Regulation Section 1.6011-4) or (v) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355 of the Code in the three years prior to the date of this Agreement.
     (c) No closing agreements, private letter rulings, technical advice memoranda or similar agreements, rulings or memoranda have been entered into or issued by any Governmental Entity with respect to the Company or any of its Subsidiaries within five years of the date of this Agreement, and no such agreement, ruling or memorandum has been applied for or is currently pending.
     (d) As of the Closing Date, the Company and its Subsidiaries have net operating loss carryforwards for U.S. federal income tax purposes totaling not less than $95.5 million (the “ NOL Carryforwards ”). Except as may result from the Mergers, none of the NOL Carryforwards is currently subject to limitation under Section 382 of the Code or Treasury Regulations Section 1.1502-15 or -21 or otherwise.
     (e) Neither the Company nor any of its Subsidiaries is aware of any facts or circumstances that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.
     (f) As used in this Agreement, the following terms shall have the following meanings:

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          (i) “Tax” or “Taxes” means (x) all federal, state, local and foreign income, franchise, excise, gross receipts, gross income, ad valorem , profits, gains, property, capital, sales, use, transfer, payroll, employment, unemployment, severance, withholding, duties, intangibles, backup withholding, value added and other taxes, fees, charges, levies or other assessments, together with all interest, penalties and additions to tax thereon and (y) any liability for Taxes described in clause (x) above under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.
          (ii) “Tax Return” means any report, declaration, return or other information (including any amendments thereto) supplied or required to be supplied to a Governmental Entity with respect to Taxes.
          (iii) “Excluded Taxes” means (x) any Taxes of the Company or its Subsidiaries for any Pre-Closing Tax Period other than any Current Tax Period and (y) any Taxes of any other Person for which the Company or any of its Subsidiaries may be liable for a Pre-Closing Tax Period under Treasury Regulation Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax Law), as a transferee or successor, by contract or otherwise.
          (iv) “Pre-Closing Tax Period” means any taxable period that ends on or before the Closing Date. For the avoidance of doubt, no portion of any taxable period that begins on or before and ends after the Closing Date shall be treated as a Pre-Closing Tax Period.
          (v) “Current Tax Period” means any taxable period or portion thereof that ends on the Closing Date.
     3.10. Employee Benefit Plans. (a) Section 3.10(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA ”)), whether or not subject to ERISA, and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material retention, bonus, employment, termination, severance or other contracts or agreements to which the Company or any Subsidiary of the Company is a party, with respect to which the Company or any Subsidiary of the Company has any current or future obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary of the Company for the benefit of any current or former employee, officer, director or independent contractor of the Company or any Subsidiary of the Company (all such plans, programs, arrangements, contracts or agreements, whether or not listed in Section 3.10(a) of the Company Disclosure Schedule, collectively, the “Company Benefit Plans ”).
     (b) As of the date of this Agreement, the Company has delivered or made available to Parent true, correct and complete copies of the following (as applicable): (i) the written document evidencing each Company Benefit Plan (or, with respect to any such plan that does not have a written plan document, a summary of the material terms thereof), (ii) the

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annual report (Form 5500), if any, filed with the Internal Revenue Service (“IRS”) for the last two plan years, (iii) the most recently received IRS determination letter, if any, relating to a Company Benefit Plan, (iv) the most recently prepared actuarial report or financial statement, if any, relating to a Company Benefit Plan, (v) the most recent summary plan description, if any, for such Company Benefit Plan set forth on Section 3.10(a) of the Company Disclosure Schedule and all material modifications thereto, (vi) copies of any material written correspondence with the Department of Labor or the IRS relating to any Company Benefit Plan since January 1, 2007, and (vii) all material amendments, modifications or supplements to any Company Benefit Plan, and (viii) any related trust agreements, insurance contracts or documents of any other funding arrangements relating to a Company Benefit Plan. Except as specifically provided in the foregoing documents delivered or made available to Parent, there are no material amendments to any Company Benefit Plans that have been adopted or approved nor has the Company or any of its Subsidiaries agreed to make any such amendments or to adopt or approve any new Company Benefit Plans.
     (c) Each Company Benefit Plan has been established, operated and administered in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code, except for violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, has since (i) January 1, 2005, been maintained and operated, in all material respects, in good faith compliance with Section 409A of the Code and IRS Notice 2005-1 and (ii) since January 1, 2009, been, in all material respects, in documentary and operational compliance with Section 409A of the Code.
     (d) Section 3.10(d) of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (the “Qualified Plans ”). The IRS has issued a favorable determination letter with respect to each Qualified Plan and the related trust has not been revoked and, to the knowledge of the Company, there are no existing circumstances and no events have occurred that would reasonably be expected to result in a loss of the qualified status of any Qualified Plan or the related trust. No trust funding any Company Benefit Plan is intended to meet the requirements of Code Section 501(c)(9).
     (e) With respect to each Company Benefit Plan, other than a Multiemployer Plan (as defined below) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (“Company Title IV Plans ”), as of the date of this Agreement: (i) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred since January 1, 2007 and the consummation of the transactions contemplated by this Agreement would not reasonably be expected to result in the occurrence of any such reportable event; (ii) all premiums to the Pension Benefit Guaranty Corporation (the “ PBGC ”) have been timely paid in full; (iii) no material liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is reasonably expected to be incurred by the Company or any of its Subsidiaries as a result of any violation of ERISA; and (iv) to the Company’s knowledge, the PBGC has not instituted proceedings to terminate any such Company Benefit Plan and no condition exists which would

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reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Company Benefit Plan.
     (f) Except as set forth in Section 3.10(f) of the Company Disclosure Schedule: (i) no Company Benefit Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan ”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “ Multiple Employer Plan ”); (ii) none of the Company and its Subsidiaries has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (iii) none of the Company and its Subsidiaries has incurred any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA.
     (g) Except as set forth in Section 3.10(g) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-retirement health or medical or life insurance benefits for retired, former or current employees or beneficiaries or dependents thereof, except as required by Section 4980B of the Code or similar law. All plans or arrangements providing for retiree health or life insurance coverage provide for the right of the Company and the applicable Subsidiary to amend, terminate or modify such plan or arrangement at any time.
     (h) All contributions required to be made to any Company Benefit Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Company Benefit Plan, for any period through the date hereof, have been made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company, in all material respects, to the extent required by GAAP.
     (i) Neither the execution and delivery of this Agreement nor the consummation of the Merger and the transactions contemplated hereby will (either alone or in conjunction with a subsequent termination of employment) result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment, right or other benefit to any employee, officer, director or other service provider of the Company or any Subsidiary of the Company, or result in any limitation on the right of the Company or any Subsidiary of the Company to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Company Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 4999 or 409A of the Code.
     (j) Except as would not reasonably be expected to give rise to a material liability to the Company or any Subsidiary of the Company, there does not now exist,

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nor do any circumstances exist that could reasonably be expected to result in Controlled Group Liability (as hereinafter defined) that would be a liability of Parent, the Company or any of their respective Subsidiaries following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its ERISA Affiliates has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. “Controlled Group Liability ” means any and all liabilities of the Company arising as a result of the Company having an ERISA Affiliate that is not, or was not at the relevant time, one of the Company’s Subsidiaries (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Section 412 and 4971 of the Code, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and section 4980B of the Code and (v) under corresponding or similar provisions of foreign laws or regulations, other than such liabilities that arise solely out of, or relate solely to, the Company Benefit Plans that are “employee benefit plans” within the meaning of Section 3(3) of ERISA. “ERISA Affiliate ” means a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company, any predecessor to the Company or any of the Company’s past or present Subsidiaries.
     (k) None of the Company and its Subsidiaries nor to the Company’s knowledge any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Company Benefit Plans or their related trusts, the Company, any of its Subsidiaries or any person that the Company or any of its Subsidiaries has an obligation to indemnify, to any material tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.
     (l) There are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefits Plans or the assets of any of the trusts under any of the Company Benefit Plans which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or any of its Subsidiaries to the PBGC, the Department of Treasury, the Department of Labor, any Multiemployer Plan, any Multiple Employer Plan, any participant in a Company Benefit Plan, or any other party.
     (m) Each individual who renders services to the Company or any of its Subsidiaries who is classified by the Company or such Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.
     (n) All Company Options and Company SARs have been granted in material compliance with the terms of the applicable Company Benefit Plan and with applicable law, as in effect at the applicable time and, to the Company’s knowledge, the Company has not issued any Company Options, Company SARs or any other similar equity awards pertaining to shares of Company Common Stock under any Company Benefit Plan or otherwise with an

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exercise price that is less than the “fair market value” of the underlying shares on the date of grant.
     (o) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, all Company Benefit Plans subject to the laws of any jurisdiction outside of the United States for the benefit of employees of the Company or any of its Subsidiaries residing outside of the United States (each, a “Company Foreign Plan ”): (i) have been maintained in compliance with the applicable provisions of laws and regulations regarding employee benefits, mandatory contributions and retirement plans of each jurisdiction applicable to such Company Foreign Plan, (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment, and (iii) if they are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.
     3.11. Labor Matters. (a) As of the date of this Agreement, except as set forth in Section 3.11 of the Company Disclosure Schedule, there are no agreements with, or, to the knowledge of the Company, pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for any of the employees of the Company or any of its Subsidiaries and, to the Company’s knowledge, as of the date of this Agreement, there are no material representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other comparable foreign, state or local labor relations tribunal or authority. To the knowledge of the Company, no such petitions have been pending at any time since January 1, 2007 through and including the date of this Agreement, and, to the knowledge of the Company, except as set forth in Section 3.11 of the Company Disclosure Schedule, there has not been any organizing effort by any union or other group seeking to represent any employees of the Company or any of its Subsidiaries as their exclusive bargaining agent at any time since January 1, 2007. To the knowledge of the Company, except as set forth in Section 3.11 of the Company Disclosure Schedule, (i) there are no labor strikes, work stoppages, slowdowns, lockouts or other material labor disputes, other than routine grievance matters, now ongoing or threatened against or involving the Company or any of its Subsidiaries and (ii) there have not been any such labor strikes, work stoppages or other material labor disputes with respect to the Company or any of its Subsidiaries at any time since January 1, 2007.
     (b) Neither the Company nor any of its Subsidiaries is currently or at any time since January 1, 2007 has been a party to, or otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries, each of the Company and its Subsidiaries are in compliance with all applicable state, federal and local laws and regulations relating to labor, employment, termination of employment or similar matters, including but not limited to laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and have not engaged in any unfair labor practices in violation of any law.

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     3.12. Compliance with Applicable Law.
     (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses as currently conducted (each a “Permit ”) and, since January 1, 2007, have complied in all respects with and are not in default in any respect under any law, rule or regulation applicable to the Company or any of its Subsidiaries, (ii) all such Permits are valid and in full force and effect and (iii) since January 1, 2007, neither the Company nor any of its Subsidiaries have received written notice that the Governmental Entity or other Person issuing or authorizing any such Permit intends to terminate or refuse to renew or reissue any such Permit. This Section 3.12(a) shall not apply to employment, labor, intellectual property or environmental matters, which are covered by Sections 3.10, 3.11, 3.16 and 3.17, respectively.
     (b) (i) The Company and each of its Subsidiaries are in material compliance with all laws concerning the exportation of any products, technology, technical data and services (“ Export Control Laws ”), including those administered by the United States Department of Commerce, the United States Department of State and the United States Department of the Treasury; (ii) the Company and each of its Subsidiaries are in material compliance with United States and international economic and trade sanctions, including those administered by the Office of Foreign Assets Control (“OFAC ”) within the United States Department of Treasury; and (iii) the Company and each of its Subsidiaries are in material compliance with the antiboycott regulations administered by the United States Department of Commerce, and all laws and regulations administered by the Bureau of Customs and Border Protection in the United States Department of Homeland Security.
     (c) Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any of their respective directors, officers, employees, or agents for or on behalf of the Company or its Subsidiaries (i) has made, authorized or offered or is making any illegal contributions, gifts, entertainment or payments of other expenses related to political activity, (ii) has made, authorized or offered or is making any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, (iv) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (v) has violated or is violating any provision of the Foreign Corrupt Practices Act or any other applicable laws or any conventions to which the Company and its Subsidiaries is subject relating to corruption, bribery, money laundering, political contributions or gifts and gratuities, to public officials and private persons.
     (d) Neither the Company nor any of its Subsidiaries is a “Specially Designated National” or other “Blocked Person” identified by the U.S. Government, nor a Person that is owned or controlled by or acts on behalf of a “Specially Designated National” or “Blocked Person.” To the Company’s knowledge, none of the Company’s affiliates or brokers or any director, officer, employee, nor authorized agent of the Company or any of its Subsidiaries, acting or benefiting in any capacity in connection with this Agreement, and none of the funds or other assets to be transferred hereunder are the property of, or beneficially owned by, directly or indirectly, any “Specially Designated National” or “Blocked Person.” None of the Company or

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any of its Subsidiaries has engaged in or facilitated any prohibited transactions with a “Specially Designated National” or other “Blocked Person” without proper prior authorization from the U.S. Government.
     3.13. Certain Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a complete and correct list of each of the following contracts, agreements, leases (including leases for real property) licenses or other legally binding obligations, whether written or oral (each a “Contract ”) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, in each case, as of the date hereof:
          (i) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof;
          (ii) except for purchase orders with customers entered into in the ordinary course of business and Contracts of the type described in other clauses of this Section 3.13(a), any Contract with a customer of the Company or any of its Subsidiaries with a term exceeding three years that is reasonably expected to provide for payments to the Company and its Subsidiaries from customers of the Company or its Subsidiaries in excess of $10,000,000 in 2010 or 2011;
          (iii) except for purchase orders with suppliers entered into in the ordinary course of business and Contracts of the type described in other clauses of this Section 3.13(a) and except for any Contract that is a Company Benefit Plan, any Contract with a supplier of the Company or any of its Subsidiaries that is reasonably expected to provide for payments from the Company and its Subsidiaries to such supplier in excess of $20,000,000 in 2010 or 2011;
          (iv) any lease or similar arrangement under which the Company is the lessee of, or holds or uses, any machinery, equipment or other tangible personal property owned by any third party for an annual rent in excess of $250,000;
          (v) any Contract expressly prohibiting or restricting the ability of the Company or its Subsidiaries (or, following the Effective Time, Parent and its affiliates) to conduct its business, to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person;
          (vi) any material Contract that expressly obligates the Company or any of its Subsidiaries (or following the Effective Time, Parent and its affiliates) to conduct business on an exclusive basis with any third party;
          (vii) any Contract for any joint venture, strategic alliance, partnership or similar arrangement involving a sharing of profits, expenses or payments in connection with a project involving payment to or by the Company or any of its Subsidiaries of greater than $5,000,000 in any twelve (12)-month period;

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          (viii) any Contract that provides for the formation, creation, operation, management or control of any equity interest in any entity or enterprise other than the Company’s Subsidiaries, that is material to the Company and its Subsidiaries;
          (ix) any Contract relating to any Indebtedness of the Company or its Subsidiaries in an amount in excess of $750,000;
          (x) any Contract under which any Person has directly or indirectly guaranteed or assumed Indebtedness, liabilities or obligations of the Company or its Subsidiaries in excess of $250,000;
          (xi) any Contract under which the Company or any of its Subsidiaries is obligated to pay any earn outs or other similar contingent purchase price obligations as of the date of this Agreement;
          (xii) any Contract other than for sales of inventory, products, services or scrap (or related assets and rights transferred in connection with such sales), of the Company relating to the acquisition or disposition of any assets or business for a purchase price in excess of $2,000,000 (whether by merger, sale of stock, sale of assets or otherwise) with any outstanding obligations as of the date of this Agreement that are material to the Company or contain any right of first refusal, right of first offer or similar right;
          (xiii) any Contract pursuant to which the Company or any of its Subsidiaries agrees to indemnify or hold harmless any director or executive officer of the Company or any of its Subsidiaries (other than the organizational documents of the Company or its Subsidiaries); and
          (xiv) any material Contracts between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s stockholders or their affiliates (other than the Company and its Subsidiaries), on the other hand, other than Contracts between or among the Company or any of its Subsidiaries, on the one hand, and any current or former employee of or consultant to the Company or any of its Subsidiaries, on the other hand, relating to the employment or consulting relationship between the Company or Subsidiary of the Company and such current or former employee or consultant.
Each Contract of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract .”
     (b) As of the date of this Agreement, each Company Contract is a valid and binding obligation of the Company or the Subsidiary that is party thereto and, to the Company’s knowledge, the other parties thereto, enforceable against the Company and its Subsidiaries and, to the Company’s knowledge as of the date of this Agreement, the other parties thereto in accordance with its terms (in each case, subject to the Bankruptcy and Equity Exception). Neither the Company nor any of its Subsidiaries is, nor, to the Company’s knowledge as of the date of this Agreement, is any other party, in breach, default or violation (and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or violation)

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of any term, condition or provision of any Company Contract, except for breaches, defaults or violations that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company (disregarding for this purpose clause (D) of the proviso to the definition of such term). There are no disputes pending or, to the Company’s knowledge, threatened with respect to any Company Contract except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company (disregarding for this purpose clause (D) of the proviso to the definition of such term). The Company has made available to the Parent prior to the date of this Agreement a complete and correct copy of each Company Contract, including all material amendments, modifications and supplements thereto as in effect on the date of this Agreement.
     (c) For purposes of this Agreement, “Indebtedness” means, with respect to any Person, without duplication, any of the following liabilities of such Person, whether secured (to the extent of recourse to such Person) or unsecured, contingent or otherwise: (i) all liabilities for borrowed money; (ii) all liabilities evidenced by bonds, debentures, notes or other similar instruments, (iii) all liabilities under capital leases to the extent required to be capitalized under GAAP; (iv) all liabilities for guarantees of another Person in respect of liabilities of the type set forth in clauses (i), (ii) and (iii); (v) all reimbursement obligations under letters of credit to the extent such letters of credit have been drawn (including standby and commercial); and (vi) all liabilities for accrued but unpaid interest and unpaid penalties, fees, charges and prepayment premiums that are payable, in each case, with respect to any of the obligations of a type described in clauses (i) through (v) above.
     3.14. Government Contracts. (a) There are no disputes pending or, to the Company’s knowledge, threatened with respect to any Company Government Contract except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
     (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, with respect to each Company Government Contract, since January 1, 2007: (i) each of the Company and its Subsidiaries has complied with all laws pertaining to such Company Government Contract; (ii) each of the Company and its Subsidiaries has complied with all requirements of governmental statutes, rules, regulations or, orders pertaining to such Company Government Contract; (iii) each representation and certification directly or indirectly made to any Governmental Entity in a formal certification executed by the Company or its Subsidiaries pertaining to such Company Government Contract was true and correct in all material respects as of its effective date, and the Company and each of its Subsidiaries has complied with each such representation and certification; and (iv) neither the Company nor any of its Subsidiaries has submitted any non-current, inaccurate or incomplete cost or pricing data to any Governmental Entity or higher tier prime contractor in connection with such Company Government Contract. With respect to each Company Government Contract, (x) no suspension, stop work order, cure notice or show cause notice in effect with respect to any such Company Government Contract has been issued and remains unresolved nor, to the Company’s knowledge, has any Governmental Entity threatened to issue one and (y) neither the Company nor its Subsidiaries has received any written notice of the intention of any other party to a Company Government Contract to terminate for default, convenience or otherwise any Company Government Contract nor, to the Company’s

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knowledge, is any such party threatening to do so and (z) to the knowledge of the Company, neither the Company nor its Subsidiaries is aware of any organizational conflicts of interest that might arise as a result of the Merger or the other transactions contemplated by this Agreement.
     (c) With respect to the Company Government Contracts (i) to the knowledge of the Company, there is no pending administrative, civil fraud or criminal investigation or indictment of the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries by any Governmental Entity with respect to any alleged or potential violation of law regarding any Company Government Contract; (ii) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of their respective directors, officers or employees is suspended or debarred from doing business with the U.S. Government or declared nonresponsible or ineligible for U.S. Government contracting and there is no pending suspension, debarment or equivalent proceeding against the Company or any of its Subsidiaries or, to the knowledge of the Company, any director, officer or employee of the Company or any of its Subsidiaries; and (iii) there is no (A) outstanding written request by the U.S. Government for a material contract price adjustment based on a claimed disallowance by the Defense Contract Audit Agency or claim of defective pricing; or (B) unresolved material claim or equitable adjustment by the Company or any of its Subsidiaries against the U.S. Government. Since January 1, 2007, neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ directors, officers or employees has hired any law firm or outside counsel to conduct any internal investigation, or made a voluntary disclosure to the U.S. Government, with respect to any alleged misstatement or omission arising under or relating to any Company Government Contract or Company Bid.
     (d) The Company and its Subsidiaries and their respective employees possess all government security clearances necessary to perform the Company Government Contracts, and all such security clearances are valid and in force and effect.
     (e) For the purposes of this Agreement, “Company Government Contract” means any prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, pricing agreement, letter contract or any other similar arrangement or commitment of any kind between the Company or any of its Subsidiaries and (i) the U.S. Government, (ii) any prime contractor to the U.S. Government in its capacity as a prime contractor or (iii) any subcontractor with respect to any contract of a type described in clauses (i) or (ii) above. For the purposes of this Agreement, “Company Bid ” means any quotation, bid or proposal by the Company or any of its Subsidiaries that, if accepted or awarded, would result in a Company Government Contract (other than a Company Bid).
     3.15. Product Warranty. There are no written product warranty claims currently pending, or to the knowledge of the Company, threatened in writing, against any of the Company or its Subsidiaries in each case that would reasonably be expected to give rise to a liability of more than $250,000 in excess of the warranty reserve set forth on the Company’s consolidated balance sheet as of December 31, 2009. Since January 1, 2009 through the date of this Agreement, neither the Company nor its Subsidiaries have given written notice to any customer of any material defect or deficiency with respect to any of the products manufactured, sold, leased and delivered by the Company and its Subsidiaries.

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     3.16. Product Liability. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, since January 1, 2007, no person has made any third-party written claim against any of the Company or its Subsidiaries arising out of any personal injury and/or death resulting from the products manufactured, marketed, sold or otherwise provided by, or on behalf of, any of the Company or its Subsidiaries.
     3.17. Customers and Suppliers. Section 3.17 of the Company Disclosure Schedule sets forth a complete and accurate list of the names and addresses of the Significant Customers and Significant Suppliers as of the date hereof. For the purposes of this Agreement, “Company Significant Customer ” shall mean each of the customers of the Company that accounts for 10% or more of the Company’s revenues for each of the two most recent fiscal years and “Company Significant Supplier ” shall mean each of the suppliers of the Company and its Subsidiaries that account for 10% or more of the Company’s and its Subsidiaries’ (taken together) purchases of parts, components and assemblies, subassemblies and raw materials for each of the two most recent fiscal years.
     3.18. Property.
     (a) Except as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company, the Company or one of its Subsidiaries (i) has good and marketable title to all real property and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties ”), free and clear of all Liens, except Permitted Encumbrances and (ii) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties ” and, collectively with the Owned Properties that are real property, and including all appurtenances thereto and fixtures thereon, the “Company Real Property ”), free and clear of all Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. Section 3.15 of the Company Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all Company Real Property. The Company Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Company Real Property, taken as a whole, are in reasonable operating condition. As of the date of this Agreement, there are no pending or, to the Company’s knowledge, threatened condemnation proceedings against the Company Real Property. The Company and its Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in connection with the conduct of their businesses, in each case, free and clear of all Liens, other than Permitted Encumbrances. The material tangible personal property owned or leased by the Company or its Subsidiaries, taken as a whole, is in reasonable operating condition, ordinary wear and tear excepted.
     (b) For purposes of this Agreement, “Permitted Encumbrances” means, with respect to the Company or Parent, as the case may be (i) statutory Liens for Taxes

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not yet due and payable or which are being contested in good faith through appropriate proceedings, (ii) easements, rights of way and other similar encumbrances that (A) do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (B) are matters of record, or (C) would be disclosed by a current, accurate survey or physical inspection of Company Owned Properties that are real property, in the case of the Company, or Parent Owned Properties that are real property, in the case of Parent, (iii) Liens constituting a lease agreement that gives any third party any right to occupy any Company Owned Property that is real property, in the case of the Company, or any Parent Owned Property that is real property, in the case of Parent, (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (v) Liens securing payment, or any other obligations, of the Company or any of its Subsidiaries, in the case of the Company, or Parent or any of its Subsidiaries, in the case of Parent, with respect to Indebtedness, (vi) mechanics, materialmen’s and similar Liens imposed by law with respect to any amounts not yet due and payable or which are being contested in good faith through (if then appropriate) appropriate proceedings, and (vii) other Liens arising in the ordinary course of business that (A) do not materially interfere with the present uses of any Company Owned Properties, in the case of the Company, or Parent Owned Properties, in the case of Parent, and (B) are not incurred in connection with the borrowing of money.
     3.19. Intellectual Property. (a) To the Company’s knowledge, the Company and its Subsidiaries own, or are licensed or otherwise possess valid rights in and to use, all material trademarks, trade names, service marks, service names, logos, assumed names, copyrights, patents, trade secrets, confidential information or applications and registrations of any of the foregoing used in their respective businesses as currently conducted by the Company and its Subsidiaries (collectively, the “Company Intellectual Property ”). Section 3.19(a) of the Company Disclosure Schedule contains a true and complete list, as of the date hereof, of (i) all material Contracts, other than licenses of commercially available off-the-shelf software, confidentiality agreements, and employee confidentiality and invention assignment agreements, pursuant to which the Company or its Subsidiaries obtains or grants the right to use any Company Intellectual Property and (ii) all patent and patent applications, registered trademark and trademark applications, internet domain names and copyright registrations and copyright applications that are material to the conduct of the business of the Company and its Subsidiaries and are owned by the Company or its Subsidiaries. Except as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company, to the Company’s knowledge, the Company and each of its Subsidiaries are in compliance with patent and trademark marking requirements with respect to any Company Intellectual Property that is issued, granted or registered by or with a Governmental Entity.
     (b) Except as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company, to the Company’s knowledge, (i) there are no pending or threatened claims, suits or arbitrations by any third party alleging or involving infringement or misappropriation by the Company or any of its Subsidiaries or any licensee of Company Intellectual Property with respect to their use of the Company Intellectual Property; (ii) the conduct of the business of the Company and its Subsidiaries does not infringe any intellectual property rights of any third party; (iii) none of the

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Company Intellectual Property or the Company’s ownership interest therein is the subject of any challenge and neither the Company nor its Subsidiaries has received any written notice to such effect; (iv) the Company’s existing patents and patent applications are valid and enforceable; (v) neither the Company nor any of its Subsidiaries has made any claim of a violation or infringement by others of its rights to or in connection with the Company Intellectual Property that is owned by the Company or its Subsidiaries; (vi) no third person is infringing any Company Intellectual Property; and (vii) it is the general practice of the Company and each of its Subsidiaries to require each employee of the Company or any of its Subsidiaries whose duties include engineering or who design and develop the Company’s products to execute a confidentiality and patent rights assignment agreement, substantially in the form made available to Parent prior to the date hereof, which agreement conveys to the Company or its Subsidiaries the right, title and interest in all intellectual property developed by such employee.
     3.20. Environmental Laws and Regulations. Except as set forth in Section 3.20(b) of the Company Disclosure Schedule:
     (a) The operations of the Company and its Subsidiaries comply with all applicable Environmental Laws, except with respect to any non-compliance that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company. The Company and its Subsidiaries have obtained all material Environmental Permits necessary for the operation of their respective businesses, and all such Environmental Permits are in good standing. Neither the Company nor any of its Subsidiaries is subject to any ongoing investigation by, proceeding with, written order from or written claim by any person against the Company regarding any alleged violation of or liability arising under any Environmental Law, except for such investigations, proceedings, orders or written claims that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is subject to any ongoing obligations pursuant to an outstanding order, judgment, decree or settlement with respect to any alleged violation of or liability under any Environmental Law, except for any such outstanding order, judgment, decree or settlement that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company.
     (b) (i) To the knowledge of the Company, there have been no Releases by the Company or any of its Subsidiaries of any Hazardous Substances into, on or under or from any Company Real Property, and (ii) the Company has not been notified in writing of any Releases by or arranged for by the Company or any of its Subsidiaries of any Hazardous Substances into, on, under or from any other properties, including landfills in which Hazardous Substances have been Released or properties on or under or from which the Company or any of its Subsidiaries has performed services, except, in the case of either (i) or (ii), for any such Releases that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company. To the knowledge of the Company, no Company Real Property has been used at any time as a landfill. To the knowledge of the Company, there is not now any underground or above ground storage tanks, or surface impoundment on or in any Company Real Property except instances in which the existence of such underground or above ground storage tank, or surface impoundment that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has received notice or,

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to the Company’s knowledge, is subject to any proceeding under any Environmental Law with respect to any facility to which it has sent any Hazardous Substance for re-use, recycling, reclamation, treatment, storage or disposal, except for such notices or proceedings that would not result in a material obligation or liability of the Company. The Company has filed all notices required to be filed under any Environmental Law indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill or release of a Hazardous Substance into the environment at any Company Real Property, except for the filing of notices relating to matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Company.
     (c) To the Company’s knowledge, no Company Real Property or any facilities owned, leased or operated by the Company contains any friable asbestos-containing material except for quantities of friable asbestos material that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Company. No claims have been made, and no suits or proceedings are pending or, to the Company’s knowledge, threatened by any employee against the Company or any of its Subsidiaries that are premised on exposure to asbestos or asbestos-containing material that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Company.
     (d) The Company is not party to a contract to which it is obligated to indemnify any other Person with respect to any material pending legal actions or claims against such other Person asserting liabilities arising under Environmental Law.
     (e) The Company has previously made available to Parent true, correct and complete copies of all environmental reports prepared by The Payne Firm with respect to the Company Real Property.
     (f) This Section 3.20 provides the sole and exclusive representations and warranties of the Company in respect of environmental matters, including any and all matters arising under Environmental Laws.
     (g) For purposes of this Agreement:
     “Environmental Law” means any law, statute, ordinance, regulation, license, permit, authorization, approval, consent, order, judgment, decree, requirement or agreement of or with any Governmental Entity relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or to human health or safety or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances.
     “Environmental Permits” means all approvals, authorizations, consents, permits, licenses, registrations and certificates required by any applicable Environmental Law.

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     “Hazardous Substance” means any substance presently or as of the Closing Date listed, defined, designated, classified or regulated as hazardous, toxic, radioactive or dangerous under any Environmental Law, whether by type or by quantity, including any substance containing any such substance as a component, and including, without limitation, any hazardous waste, toxic waste, pollutant, contaminant, hazardous substance, toxic substance, petroleum or any derivative or by-product thereof, radon, radioactive material, asbestos, asbestos-containing material, urea formaldehyde foam insulation, lead and polychlorinated biphenyl.
     “Release” means release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of Hazardous Substances into the environment.
     3.21. Insurance. Subject to any settlements and commutations, as of the date of this Agreement, all material insurance policies held by, or for the benefit of the Company and its Subsidiaries are in full force and effect, are valid and enforceable and all premiums due thereunder have been paid. Since January 1, 2010 through and including the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice of cancellation or termination, other than in connection with normal renewals, of any such insurance policies, and no claim has been reported to the insurance provider that is pending as of the date of this Agreement under any such insurance policy, which claim involves an amount in excess of $250,000 individually, or $1,000,000 in the aggregate.
     3.22. State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other applicable “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law under any foreign, state or local law.
     3.23. Company Information. The information relating to the Company and its Subsidiaries that is provided in writing by the Company or its representatives specifically for inclusion in the Proxy Statement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.
     3.24. Broker’s and Other Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company or any of its affiliates who would be entitled to any fee or commission from any Person (other than the Holders or the Company) in connection with the Merger or any of the other transactions contemplated by this Agreement and there are no such fees or commissions paid or payable by the Company other than in the amounts set forth on the list of Company Expenses provided by the Company to Parent pursuant to Section 2.6. As of the Closing Date, there will be no Company Expenses other than those set forth on the list of Company Expenses provided by the Company to Parent pursuant to Section 2.6.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT
     Except (i) as disclosed in any of the Parent SEC Reports filed with the SEC on or after March 31, 2009 but prior to the date of this Agreement (excluding any disclosures set forth in any risk factor section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Parent SEC Reports to the extent they are cautionary, predictive or forward-looking in nature); or (ii) as disclosed in the disclosure schedule (the “Parent Disclosure Schedule ”) delivered by Parent to the Company prior to the execution of this Agreement (provided , however , that disclosure in any section of such schedule shall apply only to the corresponding Section of this Agreement except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement), Parent hereby represents and warrants to the Company as follows:
     4.1. Corporate Organization. (a) Each of Parent and Merger Sub is a corporation incorporated or organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified, would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on Parent.
     (b) True, complete and correct copies of the Amended and Restated Certificate of Incorporation of Parent (the “Parent Certificate ”), and Bylaws of Parent (the “ Parent Bylaws ”), as in effect as of the date of this Agreement, have previously been made available to the Company.
     (c) Each Subsidiary of Parent (i) is duly incorporated or duly formed, as applicable to each such Subsidiary, and validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the requisite corporate power and authority or other power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except in the case of clauses (ii) and (iii), where the failure to have such power or authority, or to be so licensed or qualified, would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on Parent. The copies of the certificates of incorporation, by-laws and similar governing documents of each Subsidiary of Parent previously made available to the Company are true, complete and correct copies of such documents as of the date of this Agreement.
     4.2. Capitalization.

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     (a) The authorized capital stock of Parent consists of 100,000,000 shares of Parent Common Stock of which, as of March 22, 2010 (the “Parent Capitalization Date ”), 16,817,931 shares were issued and 16,670,983 shares were outstanding, and 250,000 shares of preferred stock, par value $.01 per share, (the “Parent Preferred Stock ”), of which, as of the Parent Capitalization Date, no shares were issued and outstanding. As of the Parent Capitalization Date, 146,948 shares of Parent Common Stock were held in Parent’s treasury. As of the Parent Capitalization Date, there were 1,775,665 shares of Parent Common Stock authorized to be issued pursuant to Parent’s equity compensation plans (the “Parent Stock Plans ”), of which 447,704 shares of Parent Common Stock are subject to outstanding awards thereunder. All of the issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, no Voting Debt of Parent is issued or outstanding. As of the Parent Capitalization Date, except pursuant to this Agreement and the Parent Stock Plans, Parent does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of Parent Common Stock, Parent Preferred Stock, Parent Voting Debt or any other equity securities of Parent or any securities representing the right to purchase or otherwise receive any shares of Parent Common Stock, Parent Preferred Stock, Voting Debt of Parent or other equity securities of Parent. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
     (b) There are no bonds, debentures, notes or other indebtedness of Parent or any of its Subsidiaries (the “Parent Debt ”) having the express right to vote on the election or directors of Parent or otherwise vote with or as part of a class with any shares of capital stock of Parent (“Parent Voting Debt ”) issued or outstanding. There are no contractual obligations of Parent or any of its Subsidiaries, (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any equity security of Parent or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of Parent or its Subsidiaries or (ii) pursuant to which Parent or any of its Subsidiaries is or could be required to register shares of the capital stock of Parent or other securities under the Securities Act. Set forth in Section 4.2(b) of the Parent Disclosure Schedule is a complete and correct list, as of the date hereof, of (x) all Parent Debt and (y) each Subsidiary (direct or indirect) of Parent and any joint ventures, formal partnerships or similar arrangements (“Parent Joint Ventures ”) in which Parent or any of its Subsidiaries has a limited liability company, partnership or other equity interest (and the amount and percentage of any such interest). No entity in which Parent or any of its Subsidiaries owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all other such entities, material to the business of Parent and its Subsidiaries taken as a whole.
     (c) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Parent are owned by Parent or a wholly owned Subsidiary of Parent, directly or indirectly, free and clear of any Liens, other than Permitted Encumbrances or any Liens that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on Parent and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and

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free of preemptive rights. No Subsidiary of Parent has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.
     4.3. Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to the Parent Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Boards of Directors of Parent and Merger Sub. The Board of Directors of Parent has determined unanimously, at a meeting duly called at which a quorum was present, that the Merger is advisable and in the best interests of Parent and its stockholders; has directed that the proposal to approve the issuance of Parent Common Stock in the Merger be submitted to Parent’s stockholders to obtain the Parent Stockholder Approval; has approved the execution, delivery and performance of this Agreement and recommended to the stockholders of Parent that such stockholders vote in favor of the approval of the issuance of shares of Parent Common Stock comprising the Stock Consideration Amount; and has adopted a resolution to the foregoing effect. Other than the Parent Stockholder Approval, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes the valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception).
     (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions of this Agreement, will (i) violate any provision of the Parent Certificate or the Parent Bylaws or the articles of incorporation or bylaws of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any law, judgment, order, injunction or decree applicable to Parent, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any right under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of its Subsidiaries under any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, Permit, Contract, by-law or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on Parent (disregarding for this purpose clause (D) of the proviso to the definition of such term).

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     4.4. Governmental Consents and Approvals. Except for (a) the filing with the SEC of the Proxy Statement, (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLC, (c) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry SRO and the rules and regulations of the NYSE, (d) any notices or filings under the HSR Act and the expiration or early termination of the HSR waiting period applicable to the Merger, and (e) approval of listing of such Parent Common Stock on the NYSE (in each case of (a) through (e) above, that is set forth on Section 4.4 of the Parent Disclosure Schedule) or (f) as set forth on Section 7.2(f) of the Parent Disclosure Schedule, and assuming the truth and completeness of the representations and warranties of the Company contained in Section 3.4 of the Agreement, no material consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated by this Agreement, and no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent or Merger Sub of this Agreement.
     4.5. Reports; Regulatory Matters. Parent has furnished or filed with the SEC each final registration statement, prospectus, report, schedule and definitive proxy statement required to be filed with or furnished to the SEC by Parent or any of its Subsidiaries, pursuant to the Securities Act or the Exchange Act from and after January 1, 2007 (the “Parent SEC Reports ”) and prior to the date of this Agreement. No such Parent SEC Report, at the time so filed or furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports is the subject of ongoing SEC review. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act. Except as set forth in the Parent SEC Reports, no event has occurred since December 31, 2006 that was required to be reported by Parent or any of its Subsidiaries pursuant to Item 404(a) of Regulation S-K promulgated by the SEC and that has not been reported in a Parent SEC Report.
     4.6. Financial Statements. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and its Subsidiaries included (or incorporated by reference) in the Parent SEC Reports (i) have been prepared from the books, and in accordance with, and records of Parent and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments), and (iii) have been prepared in accordance with GAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentation items), except, in each case, as indicated in such statements or in the notes thereto and in the case of unaudited statements, as permitted by Form

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10-Q. Since January 1, 2007, the books and records of Parent and its Subsidiaries have been, and are being, maintained in a manner necessary to permit preparation of Parent’s financial statements in all material respects in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the date of this Agreement, Ernst & Young LLP has not resigned or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
     (b) Neither Parent nor any of its Subsidiaries has any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due) of the type required to be recorded on a balance sheet prepared in accordance with GAAP, or would be disclosed in the related notes, except for (i) those liabilities and obligations that are reflected or reserved against on the consolidated balance sheet of Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2009 (including any notes thereto); (ii) liabilities and obligations incurred in the ordinary course of business since December 31, 2009 or as a result of this Agreement and the transactions contemplated hereby; or (iii) liabilities and obligations disclosed in the Parent Disclosure Schedule. Neither Parent nor any of its Subsidiaries is a party to any “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K.
     (c) Parent (x) maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) sufficient to provide reasonable assurance that material information relating to Parent, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities, and (y) since December 31, 2007, has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditors and the audit committee of Parent’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) to the knowledge of Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. These disclosures were made in writing by management to Parent’s auditors and audit committee, a copy of which has previously been made available to the Company. As of the date hereof, there is no reason to believe that Parent’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, with respect to Parent’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010.
     4.7. Financing. Parent has delivered to the Company complete and correct copies of an executed commitment letter (the “Commitment Letter ”) from RBC Capital Markets to provide Parent with $1.085 billion in debt financing on the terms set forth therein (the “Financing ”). The Financing, when funded in accordance with the Commitment Letter and together with the expected cash on hand of Company and Parent and their Subsidiaries at the Effective Time, will provide Parent with sufficient funds at the Effective Time to enable it to (a) consummate the Merger, (b) repay or retire any Indebtedness of the Company required or necessary to be repaid or retired in connection with the transaction contemplated hereby or by

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the terms of the Financing, (c) to pay all out-of-pocket expenses incurred by Parent in connection with the transactions contemplated by this Agreement, (d) to repay or retire any Indebtedness of Parent required to be repaid or retired pursuant to its terms upon the consummation of the transactions contemplated hereby and by the Commitment Letter and (e) to satisfy all of its other obligations under this Agreement. As of the date of this Agreement, the Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any term or condition of the Commitment Letter. There are no conditions relating to the Financing or the funding of the commitment thereunder, other than as set forth in the Commitment Letter. As of the date of this Agreement, Parent has no reason to believe that any of the conditions relating to the funding of the Financing will not be satisfied on or prior to the Closing Date. Parent has paid in full any and all commitment or other fees required to be paid under the Commitment Letter on or before the date hereof. In no event shall the receipt or availability of the Financing by Parent be a condition to any of the obligations of Parent or Merger Sub under this Agreement.
     4.8. Merger Sub. Parent is the sole stockholder of Merger Sub. Since its date of organization, Merger Sub has not carried on any business nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.
     4.9. Absence of Certain Changes or Events. (a) Since December 31, 2009, through and including the date of this Agreement, no event or events have occurred that have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.
     (b) Since December 31, 2009, through and including the date of this Agreement, Parent and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business consistent with their past practice.
     4.10. Legal Proceedings.
     (a) There are no material pending actions, suits or proceedings (or, to Parent’s knowledge, threatened) against Parent or any of its Subsidiaries, or any of their respective properties, at law or in equity or before any Governmental Entity or arbitration panel.
     (b) Neither Parent nor any of its Subsidiaries nor any of their respective assets is subject to any material outstanding order, writ, judgment, settlement agreement, injunction or decree, in each case, entered, issued or made by or with any Governmental Entity.
     4.11. Taxes and Tax Returns. (a) Each of Parent and its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all material Tax Returns (as hereinafter defined) required to be filed, and all such filed Tax Returns are true, correct and complete in all material respects. Each of Parent and its Subsidiaries has timely paid, or has had paid on its behalf, all material Taxes required to

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be paid by it. Parent has made adequate provision, in accordance with GAAP, in the consolidated financial statements included in Parent SEC Reports filed prior to the date of this Agreement for the payment of all material Taxes for which Parent or any of its Subsidiaries may be liable for the periods covered thereby. No deficiency with respect to material Taxes has been asserted or assessed in writing against Parent or any of its Subsidiaries that has not been fully paid or adequately reserved (in accordance with GAAP) in Parent SEC Reports filed prior to the date of this Agreement. No material audits or other administrative or court proceedings are pending with any Governmental Entity with respect to Taxes of Parent or any of its Subsidiaries, and no written notice thereof has been received. Parent and each of its Subsidiaries has withheld from all payments to employees, independent contractors, creditors, shareholders and any other persons (and timely paid to the appropriate Governmental Entity) all material amounts required to be withheld with respect to such payments in compliance with all applicable laws. There are no material Liens for Taxes upon the assets of Parent or any of its Subsidiaries, other than Liens for Taxes not yet due and payable.
     (b) Neither Parent nor any of its Subsidiaries: (i) joins or has joined in the filing of any affiliated, consolidated, combined or unitary federal, state, local or foreign income Tax Return other than the federal income Tax Return for the consolidated group of which Parent is the common parent, (ii) has any liability for Taxes of any Person (other than Parent and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, (iii) is a party to or bound by any Tax sharing agreement or Tax indemnity agreement, arrangement or practice (other than (x) any customary tax indemnity, tax sharing or tax allocation provision in agreements with customers, vendors, lessors or the like entered into in the ordinary course of business, (y) any customary tax indemnity, tax sharing or tax allocation provision in a customary credit agreement and (z) any customary agreement addressing property taxes payable for properties leased to Parent or any of its Subsidiaries), (iv) has participated in a “listed transaction” (as defined in Treasury Regulation Section 1.6011-4) or (v) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355 of the Code in the three years prior to the date of this Agreement.
     (c) No closing agreements, private letter rulings, technical advice memoranda or similar agreements, rulings or memoranda have been entered into or issued by any Governmental Entity with respect to Parent or any of its Subsidiaries within five years of the date of this Agreement, and no such agreement, ruling or memorandum has been applied for or is currently pending.
     (d) Neither Parent nor any of its Subsidiaries is aware of any facts or circumstances that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.
     4.12. [Reserved.]
     4.13. Labor Matters.

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     (a) As of the date of this Agreement, except as set forth in Section 3.11 of the Parent Disclosure Schedule, there are no agreements with, or, to the knowledge of Parent, pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for any of the employees of Parent or any of its Subsidiaries and, to Parent’s knowledge, as of the date of this Agreement, there are no material representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other comparable foreign, state or local labor relations tribunal or authority. To the knowledge of Parent, no such petitions have been pending at any time since January 1, 2008 through and including the date of this Agreement, and, to the knowledge of Parent, except as set forth in Section 3.11 of the Parent Disclosure Schedule, there has not been any material organizing effort by any union or other group seeking to represent any employees of Parent or any of its Subsidiaries as their exclusive bargaining agent at any time since January 1, 2008. As of the date of this Agreement, there are no material labor strikes, work stoppages, slowdowns, lockouts or other material labor disputes, now ongoing or, to the knowledge of Parent, threatened against or involving Parent or any of its Subsidiaries and there have not been any such material labor strikes, work stoppages or other material labor disputes with respect to Parent or any of its Subsidiaries at any time since January 1, 2008.
     (b) Neither Parent nor any of its Subsidiaries is currently or at any time since January 1, 2008 has been a party to, or otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or any of its Subsidiaries, each of Parent and its Subsidiaries are in compliance with all applicable state, federal and local laws and regulations relating to labor, employment, termination of employment or similar matters, including but not limited to laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and have not engaged in any unfair labor practices in violation of any law.
     4.14. Compliance with Applicable Law.
     (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, (i) Parent and each of its Subsidiaries hold all Permits and, since January 1, 2007 have complied in all respects with and are not in default in any respect under any law, rule or regulation applicable to Parent or any of its Subsidiaries, (ii) all such Permits are valid and in full force and effect and (iii) since January 1, 2007 neither Parent nor any of its Subsidiaries have received written notice that the Governmental Entity or other Person issuing or authorizing any such Permit intends to terminate or refuse to renew or reissue any such Permit. This Section 4.14(a) shall not apply to intellectual property or environmental matters, which are covered by Sections 4.21 and 4.22, respectively.
     (b) (i) Parent and each of its Subsidiaries are in material compliance with all Export Control Laws, including those administered by the United States Department of Commerce, the United States Department of State and the United States Department of the Treasury; (ii) Parent and each of its Subsidiaries are in material compliance with United States

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and international economic and trade sanctions, including those administered by OFAC within the United States Department of Treasury; and (iii) Parent and each of its Subsidiaries are in material compliance with the antiboycott regulations administered by the United States Department of Commerce, and all laws and regulations administered by the Bureau of Customs and Border Protection in the United States Department of Homeland Security.
     (c) Neither Parent nor any of its Subsidiaries nor, to the Parent’s knowledge, any of their respective directors, officers, employees, or agents for or on behalf of Parent or its Subsidiaries (i) has made, authorized or offered or is making any illegal contributions, gifts, entertainment or payments of other expenses related to political activity, (ii) has made, authorized or offered or is making any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, (iv) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (v) has violated or is violating any provision of the Foreign Corrupt Practices Act or any other applicable laws or any conventions to which the Company and its Subsidiaries is subject relating to corruption, bribery, money laundering, political contributions or gifts and gratuities, to public officials and private persons.
     (d) Neither Parent nor any of its Subsidiaries is a “Specially Designated National” or other “Blocked Person” identified by the U.S. Government, nor a Person that is owned or controlled by or acts on behalf of a “Specially Designated National” or “Blocked Person.” To Parent’s knowledge, none of Parent’s affiliates or brokers or any director, officer, employee, nor authorized agent of Parent or any of its Subsidiaries, acting or benefiting in any capacity in connection with this Agreement, and none of the funds or other assets to be transferred hereunder are the property of, or beneficially owned by, directly or indirectly, any “Specially Designated National” or “Blocked Person.” None of Parent or any of its Subsidiaries has engaged in or facilitated any prohibited transactions with a “Specially Designated National” or other “Blocked Person” without proper prior authorization from the U.S. Government.
     4.15. Certain Contracts. (a) Section 4.15(a) of the Parent Disclosure Schedule contains a complete and correct list of each of the following Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, in each case, as of the date hereof:
          (i) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent SEC Reports filed prior to the date hereof;
          (ii) except for purchase orders with customers entered into in the ordinary course of business and Contracts of the type described in other clauses of this Section 4.15(a), any Contract with a customer of Parent or any of its Subsidiaries with a term exceeding three years that is reasonably expected to provide for payments to Parent and its Subsidiaries from customers of Parent or its Subsidiaries in excess of $10,000,000 in 2010 or 2011;

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          (iii) except for purchase orders with suppliers entered into in the ordinary course of business and Contracts of the type described in other clauses of this Section 4.15(a), any Contract with a supplier of Parent or any of its Subsidiaries that is reasonably expected to provide for payments from the Parent and its Subsidiaries to such supplier in excess of $20,000,000 in 2010 or 2011;
          (iv) any lease or similar arrangement under which Parent is the lessee of, or holds or uses, any machinery, equipment or other tangible personal property owned by any third party for an annual rent in excess of $250,000;
          (v) any Contract expressly prohibiting or restricting the ability of Parent or its Subsidiaries (or, following the Effective Time, Parent and its affiliates) to conduct its business, to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person;
          (vi) any material Contract that expressly obligates Parent or any of its Subsidiaries (or following the Effective Time, Parent and its affiliates) to conduct business on an exclusive basis with any third party;
          (vii) any Contract for any joint venture, strategic alliance, partnership or similar arrangement involving a sharing of profits, expenses or payments in connection with a project involving payment to or by Parent or any of its Subsidiaries of greater than $5,000,000 in any twelve (12)-month period;
          (viii) any Contract that provides for the formation, creation, operation, management or control of any equity interest in any entity or enterprise other than Parent’s Subsidiaries, that is material to Parent and its Subsidiaries;
          (ix) any Contract relating to any Indebtedness of Parent or its Subsidiaries in an amount in excess of $750,000;
          (x) any Contract under which any Person has directly or indirectly guaranteed or assumed Indebtedness, liabilities or obligations of Parent or its Subsidiaries in excess of $250,000;
          (xi) any Contract under which Parent or any of its Subsidiaries is obligated to pay any earn outs or other similar contingent purchase price obligations as of the date of this Agreement;
          (xii) any Contract other than for sales of inventory, products, services or scrap (or related assets and rights transferred in connection with such sales),of Parent relating to the acquisition or disposition of any assets or business for a purchase price in excess of $2,000,000 (whether by merger, sale of stock, sale of assets or otherwise) with any outstanding obligations as of the date of this Agreement that are material to Parent or contain any right of first refusal, right of first offer or similar right;
          (xiii) any Contract pursuant to which Parent or any of its Subsidiaries agrees to indemnify or hold harmless any director or executive officer of Parent or

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any of its Subsidiaries (other than the organizational documents of Parent or its Subsidiaries); and
          (xiv) any material Contracts between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s stockholders or their affiliates (other than Parent and its Subsidiaries) that is a current or former employee or consultant to Parent or one of its Subsidiaries (but other than in such capacity with such employee or consultant), on the other hand.
Each Contract of the type described in this Section 4.15(a), whether or not set forth in the Parent Disclosure Schedule, is referred to as a “Parent Contract .”
     (b) Each Parent Contract is a valid and binding obligation of Parent or the Subsidiary that is party thereto and, to Parent’s knowledge as of the date of this Agreement, the other parties thereto, enforceable against Parent and its Subsidiaries and, to Parent’s knowledge, the other parties thereto in accordance with its terms (in each case, subject to the Bankruptcy and Equity Exception). Neither Parent nor any of its Subsidiaries is, nor, to Parent’s knowledge as of the date of this Agreement, is any other party, in breach, default or violation (and no event has occurred or not occurred through Parent’s or any of its Subsidiaries’ action or inaction or, to Parent’s knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of any Parent Contract, except for breaches, defaults or violations that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent (disregarding for this purpose clause (D) of the proviso to the definition of such term). There are no disputes pending or, to Parent’s knowledge, threatened with respect to any Parent Contract except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent (disregarding for this purpose clause (D) of the proviso to the definition of such term). Parent has made available to the Parent prior to the date of this Agreement a complete and correct copy of each Parent Contract, including all material amendments, modifications and supplements thereto as in effect on the date of this Agreement.
     4.16. Government Contracts.
     (a) There are no disputes pending or, to Parent’s knowledge, threatened with respect to any Parent Government Contract except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent.
     (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with respect to each Parent Government Contract, since January 1, 2007: (i) each of Parent and its Subsidiaries has complied with all laws pertaining to such Parent Government Contract; (ii) each of Parent and its Subsidiaries has complied with all requirements of governmental statutes, rules, regulations or, orders pertaining to such Parent Government Contract; (iii) each representation and certification directly or indirectly made to any Governmental Entity in a formal certification executed by Parent or its Subsidiaries pertaining to such Parent Government Contract was true and correct in all material respects as of its effective date, and Parent and each of its Subsidiaries has complied

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with each such representation and certification; and (iv) neither Parent nor any of its Subsidiaries has submitted any non-current, inaccurate or incomplete cost or pricing data to any Governmental Entity or higher tier prime contractor in connection with such Parent Government Contract. With respect to each Parent Government Contract, (x) no suspension, stop work order, cure notice or show cause notice in effect with respect to any such Parent Government Contract has been issued and remains unresolved nor, to Parent’s knowledge, has any Governmental Entity threatened to issue one and (y) neither Parent nor its Subsidiaries has received any written notice of the intention of any other party to a Parent Government Contract to terminate for default, convenience or otherwise any Parent Government Contract nor, to Parent’s knowledge, is any such party threatening to do so and (z) to the knowledge of Parent, neither Parent nor its Subsidiaries is aware of any organizational conflicts of interest that might arise as a result of the Merger or the other transactions contemplated by this Agreement.
     (c) With respect to the Parent Government Contracts (i) to the knowledge of Parent, there is no pending administrative, civil fraud or criminal investigation or indictment of Parent, any of its Subsidiaries or any director, officer or employee of Parent or any of its Subsidiaries by any Governmental Entity with respect to any alleged or potential violation of law regarding any Parent Government Contract; (ii) neither Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any of their respective directors, officers or employees is suspended or debarred from doing business with the U.S. Government or declared nonresponsible or ineligible for U.S. Government contracting and there is no pending suspension, debarment or equivalent proceeding against Parent or any of its Subsidiaries or, to the knowledge of Parent, any director, officer or employee of Parent or any of its Subsidiaries; and (iii) there is no (A) outstanding written request by the U.S. Government for a material contract price adjustment based on a claimed disallowance by the Defense Contract Audit Agency or claim of defective pricing; or (B) unresolved material claim or equitable adjustment by Parent or any of its Subsidiaries against the U.S. Government. Since January 1, 2007, neither Parent nor any of its Subsidiaries, nor any of Parent’s or its Subsidiaries’ directors, officers or employees has hired any law firm or outside counsel to conduct any internal investigation, or made a voluntary disclosure to the U.S. Government, with respect to any alleged misstatement or omission arising under or relating to any Parent Government Contract or Parent Bid.
     (d) Parent and its Subsidiaries and their respective employees possess all government security clearances necessary to perform the Parent Government Contracts, and all such security clearances are valid and in force and effect.
     (e) For the purposes of this Agreement, “Parent Government Contract” means any prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, pricing agreement, letter contract or any other similar arrangement or commitment of any kind between Parent or any of its Subsidiaries and (i) the U.S. Government, (ii) any prime contractor to the U.S. Government in its capacity as a prime contractor or (iii) any subcontractor with respect to any contract of a type described in clauses (i) or (ii) above. For the purposes of this Agreement, “Parent Bid ” means any quotation, bid or proposal by Parent or any of its Subsidiaries that, if accepted or awarded, would result in a Parent Government Contract (other than a Parent Bid).

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     4.17. Product Warranty. There are no written product warranty claims currently pending, or to the knowledge of Parent, threatened in writing, against any of Parent or its Subsidiaries in each case that would reasonably be expected to give rise to a liability of more than $250,000 individually. Since January 1, 2009 neither Parent nor its Subsidiaries have given written notice to any customer of any material defect or deficiency with respect to any of the products manufactured, sold, leased and delivered by Parent and its Subsidiaries.
     4.18. Product Liability. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, since January 1, 2007, no person has made any third-party written claim against any of Parent or its Subsidiaries arising out of any personal injury and/or death resulting from the products manufactured, marketed, sold or otherwise provided by, or on behalf of, any of Parent or its Subsidiaries.
     4.19. Customers and Suppliers. Section 4.17 of the Parent Disclosure Schedule sets forth a complete and accurate list of the names and addresses of the Parent Significant Customers and Parent Significant Suppliers as of the date hereof. For the purposes of this Agreement, “Parent Significant Customer ” shall mean each of the customers of Parent that accounts for 10% or more of Parent’s revenues for each of the two most recent fiscal years and “Parent Significant Supplier ” shall mean each of the suppliers of Parent and its Subsidiaries that account for 10% or more of Parent’s and its Subsidiaries’ (taken together) purchases of parts, components and assemblies, subassemblies and raw materials for each of the two most recent fiscal years.
     4.20. Property. Except as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on Parent, Parent or one of its Subsidiaries (a) has good and marketable title to all real property and assets reflected in the latest audited balance sheet included in such Parent SEC Reports as being owned by Parent or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Parent Owned Properties ”), free and clear of all Liens, except Permitted Encumbrances and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Parent SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Parent Leased Properties ” and, collectively with the Parent Owned Properties that are real property, and including all appurtenances thereto and fixtures thereon, the “Parent Real Property ”), free and clear of all Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Parent’s knowledge, the lessor. Section 4.20 of the Parent Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all Parent Real Property. The Parent Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Parent Real Property, taken as a whole, are in reasonable operating condition. As of the date of this Agreement, there are no pending or, to Parent’s knowledge, threatened condemnation proceedings against the Parent Real Property. Parent and its Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in connection with the conduct of their businesses, in each case, free and clear of all Liens, other than Permitted Encumbrances.

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     4.21. Intellectual Property. (a) To Parent’s knowledge, Parent and its Subsidiaries own, or are licensed or otherwise possess valid rights in and to use, all material trademarks, trade names, service marks, service names, logos, assumed names, copyrights, patents, trade secrets, confidential information or applications and registrations of any of the foregoing used in their respective businesses as currently conducted by Parent and its Subsidiaries (collectively, the “Parent Intellectual Property ”). Section 4.19(a) of the Parent Disclosure Schedule contains a true and complete list, as of the date hereof, of (i) all material Contracts, other than licenses of commercially available off-the-shelf software, confidentiality agreements, and employee confidentiality and invention assignment agreements, pursuant to which Parent or its Subsidiaries obtains or grants the right to use any Parent Intellectual Property and (ii) all patent and patent applications, registered trademark and trademark applications, internet domain names and copyright registrations and copyright applications that are material to the conduct of the business of Parent and its Subsidiaries and are owned by Parent or its Subsidiaries. Except as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on Parent, to the Parent’s knowledge, Parent and each of its Subsidiaries are in compliance with patent and trademark marking requirements with respect to any Parent Intellectual Property that is issued, granted or registered by or with a Governmental Entity.
     (b) Except as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on Parent, to Parent’s knowledge, (i) there are no pending or threatened claims, suits or arbitrations by any third party alleging or involving infringement or misappropriation by Parent or any of its Subsidiaries or any licensee of Parent Intellectual Property with respect to their use of the Parent Intellectual Property; (ii) the conduct of the business of Parent and its Subsidiaries does not infringe any intellectual property rights of any third party; (iii) none of the Parent Intellectual Property or the Parent’s ownership interest therein is the subject of any challenge and neither Parent nor its Subsidiaries has received any written notice to such effect; (iv) Parent’s existing patents and patent applications are valid and enforceable; (v) neither Parent nor any of its Subsidiaries has made any claim of a violation or infringement by others of its rights to or in connection with the Parent Intellectual Property that is owned by Parent or its Subsidiaries; (vi) no third person is infringing any Parent Intellectual Property; and (vii) it is the general practice of Parent and each of its Subsidiaries to require each employee of Parent or any of its Subsidiaries whose duties include engineering or who design and develop Parent’s products to execute a confidentiality and patent rights assignment agreement, substantially in the form made available to the Company prior to the date hereof, which agreement conveys to Parent or its Subsidiaries the right, title and interest in all intellectual property developed by such employee.
     4.22. Environmental Laws and Regulations. Except as set forth in Section 4.22 of the Parent Disclosure Schedule:
     (a) The operations of Parent and its Subsidiaries comply with all applicable Environmental Laws, except with respect to any non-compliance that would not, individually or in the aggregate, have, or reasonably be expected to have a Material Adverse Effect on Parent. Parent and its Subsidiaries have obtained all material Environmental Permits necessary for the operation of their respective businesses, and all such Environmental Permits are in good standing. Neither Parent nor any of its Subsidiaries is subject to any ongoing

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investigation by, proceeding with, written order from or written claim by any person against Parent regarding any alleged violation of or liability arising under any Environmental Law, except for such investigations, orders or written claims that would not, individually or in the aggregate, have, or reasonably be expected to have a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries is subject to any ongoing obligations pursuant to an outstanding order, judgment, decree or settlement with respect to any alleged violation of or liability under any Environmental Law, except for any such outstanding order, judgment, decree or settlement that would not, individually or in the aggregate, have, or reasonably be expected to have a Material Adverse Effect on Parent.
     (b) (i) There have been no Releases by Parent or any of its Subsidiaries of any Hazardous Substances into, on or under or from any Parent Real Property, and (ii) Parent has not been notified in writing of any Releases by or arranged for by Parent or any of its Subsidiaries of any Hazardous Substances into, on or under or from any other properties, including landfills in which Hazardous Substances have been Released or properties on or under or from which Parent or any of its Subsidiaries has performed services, except, in the case of either (i) or (ii), for any such Releases that would not, individually or in the aggregate, have, or reasonably be expected to have a Material Adverse Effect on Parent. To the knowledge of Parent, no Parent Real Property has been used at any time as a landfill or as a treatment, storage or disposal facility for any Hazardous Substance. To the knowledge of Parent, there is not now any underground or above ground storage tanks, or surface impoundment on or in any Parent Real Property except instances in which the existence of such underground or above ground storage tank, or surface impoundment that would not, individually or in the aggregate, have, or reasonably be expected to have a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice or, to Parent’s knowledge, is subject to any proceeding under any Environmental Law with respect to any facility to which it has sent any Hazardous Substance for re-use, recycling, reclamation, treatment, storage or disposal, except for such notices of proceedings that would not result in a material obligation or liability of Parent. Parent has filed all notices required to be filed under any Environmental Law indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill or release of a Hazardous Substance into the environment at any Parent Real Property, except for filings relating to matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on Parent.
     (c) To Parent’s knowledge, no Parent Real Property or any facilities owned, leased or operated by Parent contains any friable asbestos-containing material except for quantities of friable asbestos material that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on Parent. No claims have been made, and no suits or proceedings are pending or, to Parent’s knowledge, threatened by any employee against the Company or any of its Subsidiaries that are premised on exposure to asbestos or asbestos-containing material that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on Parent.
     (d) The Company is not party to a contract to which it is obligated to indemnify any other Person with respect to any material pending legal actions or claims against such other Person asserting liabilities arising under Environmental Law.

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     (e) Parent has delivered to the Company true, correct and complete copies of the Phase I environmental reports of which it has actual knowledge, which are in its possession or control, and which were prepared since January 1, 2007 regarding any Parent Real Property.
     (f) This Section 4.22 provides the sole and exclusive representations and warranties of Parent in respect of environmental matters, including any and all matters arising under Environmental Laws.
     4.23. Insurance. Subject to any settlements and commutations, as of the date of this Agreement, all material insurance policies held by, or for the benefit of Parent and its Subsidiaries are in full force and effect, are valid and enforceable and all premiums due thereunder have been paid. Since January 1, 2010 through and including the date of this Agreement, neither Parent nor any of its Subsidiaries has received written notice of cancellation or termination, other than in connection with normal renewals, of any such insurance policies, and no claim has been reported to the insurance provider that is pending as of the date of this Agreement under any such insurance policy, which claim involves an amount in excess of $250,000 individually, or $1,000,000 in the aggregate.
     4.24. Parent Information. The information in the Proxy Statement (other than the information provided by the Company in writing specifically for inclusion in the Proxy Statement) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.
     4.25. Broker’s Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent or any of its affiliates who would be entitled to any fee or commission from any Person other than Parent or its affiliates in connection with the Merger or any of the other transactions contemplated by this Agreement.
ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS
     5.1. Conduct of Business Prior to the Effective Time. Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its respective Subsidiaries to, subject to the limitations set forth in Section 5.2, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to (i) maintain and preserve intact its business organization and advantageous business relationships and retain the services of its key officers and key employees, (ii) maintain and keep material property and assets consistent with past practices, (iii) maintain in effect all material Permits consistent with past practices and (c) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of the Company, Parent or Merger Sub to obtain any necessary approvals of any Governmental Entity required for the

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transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.
     5.2. Company Restrictions. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.2 of the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld, denied, conditioned or delayed:
     (a) sell, lease, license, transfer, convey, assign, or otherwise dispose of any material rights, properties or assets, tangible or intangible, of the Company or its Subsidiaries, other than (i) obsolete or non-used assets or rights or properties or assets with a fair market value not in excess of $1,000,000 in the aggregate or (ii) sales of inventory, products, services or scrap (or related assets and rights transferred in connection with such sales), in the ordinary course of business consistent with past practice;
     (b) (i) other than pursuant to borrowings under facilities in existence as of the date hereof and set forth on Section 3.13(a)(viii) of the Company Disclosure Schedule, incur, assume or guarantee any Indebtedness other than (x) the replacement or renewal of letters of credit in existence as of the date hereof with new letters of credit in the same or a lesser amount or (y) entry into new letters of credit or increasing existing letters of credit in an aggregate amount not exceeding $5,000,000, (ii) cancel or waive any claims under any material Indebtedness or amend or modify adversely to the Company in any material respect the terms relating to any such Indebtedness, (iii) other than in the ordinary course of business consistent with past practice, assume, guarantee, endorse or otherwise as an accommodation become responsible for obligations of any Person other than the Company or any of its Subsidiaries, or (iv) other than in the ordinary course of business consistent with past practice make any material loans or advances, except among the Company and any of its Subsidiaries;
     (c) adjust, split, combine or reclassify any of its capital stock;
     (d) (i) make any loans, payments or other distributions to (x) the Holders or any of their affiliates (other than the Company and its Subsidiaries) (other than in accordance with the terms, as of the date hereof, of an agreement set forth on 3.13(a)(xiv) of the Company Disclosure Schedule) or (y) officers, directors, employees, in each of clause (x) and (y), other than in their capacities as current or former officers, directors or employees of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice; or (ii) enter into any Contract with any stockholder or an affiliate of any stockholder (other than the Company and its Subsidiaries), other than in their capacities as current or former officers, directors or employees of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice;
     (e) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares

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of its capital stock (except for dividends paid by any of the Subsidiaries of the Company to the Company or to any of its wholly owned Subsidiaries);
     (f) grant any Company Options, Company SARs, Company RSUs, restricted shares, awards based on the value of the Company’s capital stock or other equity-based award with respect to shares of the Company Common Stock under any of the Company Stock Plans or otherwise, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock;
     (g) issue any additional shares of capital stock or other securities, except pursuant to the exercise of Company Options or Company SARs or the settlement of Company RSUs, in all cases, granted under a Company Stock Plan that are outstanding as of the date of this Agreement;
     (h) except as required under applicable law or the terms of any Company Benefit Plan, any collective bargaining agreement or any other plan or Contract existing as of the date hereof, (i) increase in any manner the compensation or benefits, including severance benefits, of any of the current or former directors, officers or employees of the Company or its Subsidiaries other than (A) changes resulting from the annual process for open enrollment into the Company’s welfare benefit plans and (B) customary increases in the ordinary course of business consistent with past practice made to employees below the level of Vice President, (ii) pay or commit to pay any severance, bonus, retirement or retention amounts to any of the current or former directors, officers or employees of the Company or its Subsidiaries other than payments or commitments to pay severance not in excess of $10,000 above the amount required under the terms of the Company’s Severance Benefit Plan for Eligible Non-represented Employees or identified as a severance plan on Section 3.10 of the Company Disclosure Schedule, (iii) become a party to, establish, amend, commence participation in or commit itself to the adoption of any stock option plan or other stock-based compensation plan, pension, retirement, profit-sharing, material welfare benefit, or other material employee benefit plan or employment agreement with or for the benefit of any of the current or former directors, officers or employees of the Company or its Subsidiaries (or newly hired employees), (iv) except as contemplated by this Agreement, accelerate the vesting or payment or cause to be funded or otherwise secure the payment of any compensation and/or benefits, (v) amend, extend, renew or enter into any collective bargaining agreement or make any determinations not in the ordinary course of business consistent with past practice under any collective bargaining agreement or Company Benefit Plan, (vi) hire or enter into an employment agreement with any employee who would have total annual cash compensation (salary and target bonus) of $200,000 or more, or (vii) change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP;
     (i) other than (i) acquisitions of assets in the ordinary course of business consistent with past practice, acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any businesses, assets, properties or interests in any other Person for consideration in excess of $2,000,000 in the aggregate or (ii) merge or consolidate with any Person;

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     (j) make any capital expenditure requiring payments in excess of $2,000,000 for any item or series of related items, except for capital expenditures previously approved by the Company or its Subsidiaries;
     (k) make any material investment either by purchase of stock or securities or contributions to capital in excess of $1,000,000 (other than in a wholly-owned Subsidiary);
     (l) (i) enter into any new line of business or (ii) except as required by applicable law, regulation or policies imposed by any Governmental Entity, change any material policy established by the executive officers of the Company that generally applies to the operations of the Company;
     (m) except as required by changes in applicable law after the date hereof, amend its charter or bylaws or comparable organizational documents, or otherwise take any action to exempt any person from any provision of its charter or bylaws;
     (n) (i) terminate or amend or otherwise modify in any material respect, except in the ordinary course of business consistent with past practice, or knowingly violate in any material respect the terms of, any Company Contract, except for amendments or modifications to any Company Contract described in Section 3.13(a)(ii) or 3.13(a)(iii) (other than formal amendments to any of such Company Contracts executed by (or of a type typically executed by) an officer of the Company), or (ii) enter into any new agreements or contracts or other binding obligations of the Company or its Subsidiaries containing any express restriction (or agree to expand any existing restriction) on the ability of the Company or its Subsidiaries (or after the Effective Time, Parents and its affiliates) to conduct its business as it is presently being conducted in any material respect;
     (o) enter into (A) a Company Contract with a supplier of the Company or its Subsidiaries that is reasonably expected to provide for payments from the Company and its Subsidiaries to such supplier in excess of $20,000,000 in any 12-month period, (B) a Company Contract with a customer of the Company or its Subsidiaries with a term exceeding three years or that is reasonably expected to provide for payments to the Company and its Subsidiaries from customers of the Company or its Subsidiaries in excess of $25,000,000 in any 12-month period, or (C) that would be a Company Contract under Section 3.13(a)(i);
     (p) (i) commence, settle or compromise any litigation, action or proceeding except for (i) settlements involving only monetary remedies with a value not in excess of $1,000,000 with respect to any individual litigation, action or proceeding or $20,000,000 in the aggregate and (ii) the commencement of any litigation, action or proceeding in the ordinary course of business consistent with past practice;
     (q) other than in the ordinary course of business consistent with past practice, reduce the amount of insurance coverage or fail to renew any material existing insurance policies;
     (r) amend in a manner that adversely impacts the ability of the Company to conduct its business, terminate or allow to lapse any material Permit;

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     (s) (i) cancel or permit to lapse any trademarks, trade names, service marks, service names, logos, assumed names, copyrights or patents or applications or registrations thereof that are included in the Company Intellectual Property other than in the ordinary course of business consistent with past practice, or (ii) disclose to any third party, other than representatives of Parent or under a confidentiality agreement, any trade secret included in the Company Intellectual Property in a way that results in loss of trade secret protection, in each of clause (x) and (y) in a manner that is materially adverse to the Company;
     (t) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by applicable law, GAAP or regulatory guidelines;
     (u) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;
     (v) intentionally take any action that is intended to result in any of the conditions to the Merger set forth in Article VII not being satisfied;
     (w) (i) make, change or revoke any material Tax election, (ii) take any position on any Tax Return filed on or after the date of this Agreement or adopt any method therein that is materially inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods unless such position or election is required pursuant to a change in applicable law, (iii) change any material method of Tax accounting or any annual Tax accounting period, (iv) enter into any closing agreement, (v) settle or compromise any material liability for Taxes, (vi) file any material amended Tax Return, or (vii) surrender any right or claim to a material refund of Taxes; or
     (x) agree to take, or make any commitment to take, any of the actions prohibited by this Section 5.2.
     Parent agrees to use its reasonable best efforts to indicate whether or not it will consent to any action prohibited by this Section 5.2 within two business days of Parent’s receipt of a written request from the Company with respect to such action.
     5.3. Conduct of Parent Prior to the Effective Time. Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of the Company during the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to (i) maintain and preserve intact its business organization and advantageous business relationships and retain the services of its key officers and key employees, (ii) maintain and keep material property and assets consistent with past practices, (iii) maintain in effect all material Permits necessary for the lawful conduct of their respective businesses and (c) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of the Company, Parent or Merger Sub to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.

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     5.4. Fundamental Purchaser Changes. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.4 of the Parent Disclosure Schedule and except as expressly contemplated or permitted by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company, which consent shall not be unreasonably withheld, denied, conditioned or delayed:
     (a) other than pursuant to borrowings under facilities in existence as of the date hereof, the Financing or any refinancing of existing Indebtedness for the same amount outstanding, incur, assume or guarantee any Indebtedness in excess of $50,000,000;
     (b) adjust, split, modify, combine or reclassify any of its capital stock;
     (c) make, declare or pay any extraordinary or special dividend, or make any other extraordinary or special distribution on any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except for dividends paid by any of the Subsidiaries of Parent to Parent or to any of its wholly owned Subsidiaries);
     (d) make any loans or advances in excess of $1,000,000 other than in the ordinary course of business;
     (e) grant any equity-based award with respect to shares of Parent Common Stock other than annual, new hire and promotion equity grants under the Parent Stock Plans in the ordinary course of business and the establishment of 2011 target equity awards in the ordinary course of business, consistent with past practices;
     (f) issue any additional shares of capital stock, except pursuant to the exercise of stock options or the settlement of performance shares outstanding as of the date hereof or issued in compliance with Section 5.4(e) or in the ordinary course of business in connection with the Parent Stock Plans;
     (g) merge or consolidate with any Person or acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) or sell or dispose of any businesses, assets, properties or interests in any other Person;
     (h) amend, repeal or otherwise modify its charter or bylaws in a manner that would materially and adversely affect the Company or the transactions contemplated by this Agreement;
     (i) settle or agree to settle any of the claims, actions or proceedings arising out of the matters subject to the legal proceedings with the Eaton Corporation set forth on Section 5.4(i) of the Parent Disclosure Schedule, if such settlement or agreement would (i) have or reasonably be expected to have a Material Adverse Effect on Parent or (ii) result in any acknowledgement of criminal activity or wrongdoing on the part of Parent or any of its Subsidiaries or their respective current or former employees;

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     (j) intentionally take any action or fail to take any action that is intended to result in any of the conditions to the Merger set forth in Article VII not being satisfied; or
     (k) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.4.
     The Company agrees to use its reasonable best efforts to indicate whether or not it will consent to any action prohibited by this Section 5.2 within two business days of the Company’s receipt of a written request from Parent with respect to such action
     5.5. Control of Operations. Nothing contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the other party’s operations prior to the Effective Time.
ARTICLE VI
ADDITIONAL AGREEMENTS
     6.1. Reasonable Best Efforts; Further Assurances.
     (a) Subject to the terms and conditions of this Agreement, Parent and the Company will use their respective reasonable best efforts to, and will cause their respective Subsidiaries to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable law to consummate the transactions contemplated by this Agreement. Parent and the Company agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Such actions shall include (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports, and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement and (ii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable laws and rules and regulations and other requirements of any Governmental Entity that would prevent the consummation of the transactions contemplated by this Agreement. Parent and the Company shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, (ii) in determining whether any actions, consents, approvals or waivers are required to be taken by or obtained from parties to any Contracts, in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to take or obtain any such actions, consents, approvals or waivers and (iv) and shall keep each other apprised of the status of matters related to obtaining any such actions, consents, approvals or waivers. Without limiting the foregoing, (i) Parent shall control all discussions with (A) any Governmental Entity relating to the filings required under

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the HSR Act and (B) with the other parties set forth in Section 6.1 of the Parent Disclosure Schedule, in each case relating to the transactions contemplated by this Agreement, (ii) Parent and the Company shall use reasonable best efforts to comply (and cause their affiliates to comply) promptly but in no event later than ten (10) business days after the date hereof with the notification and reporting requirements of the HSR Act, (iii) each of Parent and the Company shall use their respective reasonable best efforts to (and shall cause their affiliates to use their reasonable best efforts to) obtain early termination of the waiting period under the HSR Act and (iv) each of Parent and the Company shall use reasonable best efforts to, as soon as practicable, and in any event within fifteen (15) business days after the date hereof, make such other filings with any foreign Governmental Entity as may be required under any applicable similar foreign law. Each of Parent and the Company shall (and shall cause their affiliates to) substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (an “Antitrust Authority ”) relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, including, without limitation, any so called “second request” for additional information or documentary material or any civil investigative demand made or issued by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission or any subpoena, interrogatory or deposition. Each of Parent and the Company shall (and shall cause their affiliates to) use its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the initiation of any litigation, suit, action, order or proceeding by an Antitrust Authority or the entry or issuance of any Restraint which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. Each of Parent and the Company shall (and shall cause their affiliates to) cooperate in good faith with the Antitrust Authorities and use its reasonable best efforts to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Outside Date) and use its reasonable best efforts to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Restraint that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger.
     (b) Parent and the Company shall cooperate with each other in connection with the making of all filings referred to in Section 6.1(a), including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company may participate or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Entity in connection with the filings required under the HSR Act in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend such meeting,

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telephone call or discussion. The Company and the Holder Representative agree that Parent shall control all meetings, telephone calls and communications relating to the filings required under the HSR Act with any Governmental Entity with respect to the transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any filings required under the HSR Act. Notwithstanding the foregoing, the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.1(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel.
     6.2. Access to Information. Upon reasonable notice and subject to applicable law, the Company shall, and shall cause each of its Subsidiaries to, and Parent shall, and shall cause each of its Subsidiaries to, afford to the other party’s employees, accountants, counsel, advisors, agents and other representatives, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such party shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to the other party (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws (other than reports or documents that such party is not permitted to disclose under applicable law), (b) a copy of all correspondence between such party or any of its Subsidiaries and any party to a Contract with regard to any action, consent, approval or waiver that is required to be taken or obtained with respect to such Contract in connection with the consummation of the Merger or the other transactions contemplated by this Agreement and (c) all other information concerning its business, properties and personnel as the other party may reasonably request. Notwithstanding the foregoing, (i) neither party shall be required to provide access to or make available to any Person any document or information that is the subject of any confidentiality agreement with any third party (provided that the withholding party uses reasonable efforts to obtain the required consent of such third party to such access or disclosure) or subject to any attorney-client or work-product privilege (provided that the withholding party will use reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege). All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the parties as of December 30, 2009 (the “Confidentiality Agreement ”). No investigation by a party hereto or its representatives shall affect the representations and warranties of the other party set forth in this Agreement.
     6.3. Stockholder Approval.
     (a) Parent shall call a meeting of its stockholders (the “Parent Meeting”) for the purpose of obtaining the requisite stockholder approval required in connection with the issuance of Parent Common Stock in the Merger (the “Parent Stockholder Approval ”)

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and shall use its reasonable best efforts to cause such meeting to occur as soon as practicable, and in any event within 35 days following the date on which the Proxy Statement is cleared by the SEC, which efforts shall include the actions set forth in Section 6.3(b); provided that Parent shall have the right to delay the Parent Meeting as necessary (i) if Parent has not on the date of the Parent Meeting received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Stockholder Approval, (ii) if Parent reasonably determines that it is legally required to provide new or additional information to its stockholders and to provide its stockholders with additional time to review such information prior to the Parent Meeting or (iii) by up to ten business days if Parent has provided to the Company written notice of its determination to effect a Change of Recommendation ten or fewer business days prior to the Parent Meeting. The Board of Directors of Parent shall use its reasonable best efforts to obtain from its stockholders the Parent Stockholder Approval. Parent shall submit the proposal to obtain the Parent Stockholder Approval at the Parent Meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation. The Board of Directors of Parent has adopted resolutions approving the Merger and the issuance of Parent Common Stock in the Merger and directing that a proposal to issue the Parent Common Stock in connection with the Merger be submitted to the Parent’s stockholders for their consideration.
     (b) In connection with the Parent Meeting, Parent will, subject to the cooperation of Company referred to in this Section 6.3(b), (i) take all actions necessary to hold the Parent Meeting as soon as practicable subject to the right to delay as set forth in Section 6.3(a) (ii) use its reasonable best efforts to prepare and file with the SEC a mutually acceptable Proxy Statement with respect to the Parent Stockholder Approval on or before the tenth (10th) business day following the date hereof, (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing, (iv) as promptly as reasonably practicable, prepare and file (after the Company has had a reasonable opportunity to review and comment on) any amendments or supplements necessary to be filed in response to any SEC comments or as required by applicable law, (v) use its reasonable best efforts to have cleared by the SEC, and will thereafter mail to its stockholders as promptly as reasonably practicable, the Proxy Statement and all other customary proxy or other materials for meetings such as the Parent Meeting, (vi) to the extent required by applicable law, as promptly as reasonably practicable prepare, file and distribute to the Parent stockholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Parent Meeting and (vii) otherwise use reasonable best efforts to comply with all requirements of law applicable to the Parent Meeting and the Merger. The Company shall cooperate with Parent in connection with the preparation and filing of the Proxy Statement, including using its reasonable best efforts to furnish Parent, promptly following Parent’s reasonable request, with any and all information regarding the Company or its affiliates as may be required to be set forth in the Proxy Statement under the Exchange Act or the rules and regulations promulgated thereunder. Parent will provide the Company a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, or any SEC comments received with respect thereto and Parent’s response thereto, prior to filing the same with the SEC and will include in the Proxy Statement, or any amendments or supplements thereto and any response by Parent to any comments of the SEC thereto, such reasonable comments thereon as are proposed by the Company.

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     (c) Except as expressly permitted by this Section 6.3(c), the Board of Directors of Parent shall not modify, contradict, revoke, rescind, qualify or withdraw or propose publicly to withdraw, modify, contradict, rescind, revoke or qualify the recommendation to Parent’s stockholders by the Board of Directors of Parent of the proposal to approve the issuance of Parent Common Stock in the Merger (any of such actions, a “Change of Recommendation ”); provided that even if a Change of Recommendation has occurred, Parent shall still submit the proposal to obtain the Parent Stockholder Approval at the Parent Meeting. Notwithstanding the foregoing, the Board of Directors of Parent may make a Change of Recommendation if, and only if, (i) the Board of Directors of Parent determines in good faith (after consultation with legal counsel) that the failure to effect such Change of Recommendation would be inconsistent with the discharge of its fiduciary duties to the Parent stockholders under applicable law and (ii) Parent provides to the Company written notice of its determination to effect such Change of Recommendation five (5) business days prior to taking such action (which notice to include an explanation of the reasons that the failure to effect such Change of Recommendation would be inconsistent with the discharge of the fiduciary duties of the Board of Directors of Parent).
     6.4. NYSE Listing. Parent shall cause the shares of Parent Common Stock to be issued in the Merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Effective Time.
     6.5. Financing.
     (a) Parent shall use its reasonable best efforts to obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letter (provided that Parent may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities or otherwise amend the Commitment Letter so long as such action would not reasonably be expected to delay or prevent the Closing and the terms are not less beneficial to Parent or the Company with respect to conditionality or amount of funding on the Closing than those in the Commitment Letter as in effect on the date of this Agreement), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) satisfy on a timely basis all conditions applicable to funding of the Financing, (iii) enter into definitive agreements with respect thereto and (iv) comply with its obligations, and enforcing its rights, under the Commitment Letter. Parent shall provide the Company prompt written notice of any material breach by any party to the Commitment Letter (or commitments for any alternative financing obtained in accordance with this Section 6.5) of which Parent becomes aware or any termination of the Commitment Letter (or commitments for any alternative financing obtained in accordance with this Section 6.5). Parent shall, upon request of the Company from time to time, inform the Company in reasonable detail of the status of its efforts to arrange the Financing (or alternative financing obtained in accordance with this Section 6.5). In the event that Parent becomes aware that any portion of the Financing is unavailable in the manner or from the sources contemplated in the Commitment Letter, Parent will use its reasonable best efforts to obtain alternative financing for such portion from alternative sources. Parent shall not agree to nor permit any amendment, modification or waiver (other than a waiver of a condition to the Financing) of the Commitment Letter, any other agreement, arrangement or understanding relating to the Financing or the definitive agreements relating to the Financing that is materially adverse to Parent or the Company without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing,

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compliance by Parent with this Section 6.5 shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement, whether or not the Financing is available.
     (b) The Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to provide, at Parent’s sole cost and expense, (and cause its Representatives to provide) such reasonable cooperation in connection with the arrangement and syndication of the Financing as may be reasonably requested by Parent (provided that such cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries). Such reasonable cooperation in connection with the Financing shall include, without limitation, (i) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective lenders, investors and rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Financing, including execution and delivery of customary representation letters in connection with bank information memoranda; (iii) providing reasonable and timely assistance with the preparation of business projections, pro forma financial information and similar information and materials; (iv) furnishing Parent and its financing sources with (A) the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2009, and the notes and schedules thereto, no later than 60 days prior to the Closing Date, (B) the unaudited consolidated financial statements of the Company for any subsequent quarterly period ended no less than 45 days prior to the Closing Date, and the unaudited consolidated financial statements for the same period of the prior fiscal year, no later than 45 days after the end of the relevant fiscal quarter and (C) all financial information related to the Company reasonably requested by Parent and reasonably necessary for Parent to produce the pro forma financial statements required to be delivered pursuant to the Commitment Letter or any alternative financing; (v) using commercially reasonable efforts to effect the timely delivery of drafts of customary comfort (including “negative assurance” comfort) letters by the auditor of the Company which such auditor is prepared to issue upon completion of customary procedures; (vi) using commercially reasonable efforts to assist Parent to obtain customary legal opinions, appraisals, surveys, title insurance and other documentation and items relating to real estate collateral under the Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; (vii) providing reasonable and customary management and legal representations to auditors; (viii) executing and delivering, as of the Effective Time, any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents, as may be reasonably requested by Parent (including consents of accountants for use of their reports in any materials relating to the Financing) and otherwise reasonably facilitating the pledging of collateral; and (ix) not commencing or effecting any offering, placement or arrangement of any debt securities or bank financing (or permitting any such offering, placement or arrangement by the Company to occur on its behalf); provided that (i) the Company shall not be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or other obligation in connection with the Financing prior to the Closing and (ii) no Person that is a director of the Company or any of its Subsidiaries shall be required to take any action in such capacity with respect to the Financing (or any alternative financing) prior to the Closing; provided , further , that the Company shall cooperate with Parent, if requested by Parent, to appoint Parent’s designees to the Board of Directors or similar governing bodies of the

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Subsidiaries of the Company, as of the Closing Date, for the purpose of taking corporate action related to the Financing as of the Closing. Without limiting the foregoing, the Company shall provide to Parent all reasonably available information relating to the Company reasonably requested by Parent and reasonably necessary for the preparation of (A) a customary confidential offering memorandum with respect to the syndication of the credit facilities contemplated by the Commitment Letter, and (B) a complete customary preliminary offering memorandum relating to the issuance of the securities contemplated by the Commitment Letter. Parent shall indemnify and hold harmless the Company, its Subsidiaries and Representatives from and against any and all losses, costs, damages, liabilities and expenses incurred by any of them in connection with the arrangement of the Financing (or any alternative financing) and the utilization of any information in connection therewith and all other actions taken by the Company, its Subsidiaries and their Representatives pursuant to this Section 6.5(b). Parent shall, from time to time, reimburse the Company for any and all reasonable out-of-pocket expense incurred by the Company and its Subsidiaries in connection with its compliance with this Section 6.5(b), promptly upon receipt of the Company’s written request therefor.
     6.6. Termination of Certain Other Indebtedness.
     (a) The Company shall use commercially reasonable efforts to negotiate a payoff letter from the agent under that certain Credit Agreement dated as of December 22, 2004, among Vought Aircraft Industries, Inc., a Delaware corporation, the several Funding Parties from time to time parties thereto, and Barclays Bank PLC, as successor to Lehman Commercial Paper Inc., as Administrative Agent (the “Company Credit Agreement ”), in customary form reasonably acceptable to Parent, with respect to the Indebtedness of the Company and its Subsidiaries under such Company Credit Agreement which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to such Indebtedness as of the Closing Date (the “Payoff Amount ”) and (ii) state that all liens in connection therewith relating to the assets of the Company or any Subsidiary of the Company shall be, upon the payment of the Payoff Amount on the Closing Date, released (the payoff letter described in this sentence being referred to as the “ Payoff Letter ”). The Company shall use reasonable best efforts to, and shall use reasonable best efforts to cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Parent to facilitate the termination of commitments under the Company Credit Agreement, the repayment in full of all obligations then outstanding thereunder (using funds provided by Parent) and the release of all liens in connection therewith on the Closing Date (such termination, repayment and release, the “Credit Agreement Termination ”); provided , that in no event shall this Section 6.6(a) require the Company or any of its Subsidiaries to cause such Credit Agreement Termination unless the Closing shall have occurred and Parent shall have provided to the Company funds to pay in full the Payoff Amount. Concurrently with the Closing, Parent shall pay to the administrative agent under the Company Credit Agreement all amounts required pursuant to the terms of the Company Credit Agreement and specified in the Payoff Letter to effect the Credit Agreement Termination.
     (b) The Company shall, not fewer than 15 days prior to the Closing, comply with Section 3.01 of the indenture (the “Indenture ”) governing the Company’s 8% Senior Notes due 2011 (the “2011 Notes ”) or obtain the agreement of the trustee under the Indenture to waive compliance with Section 3.01 of the Indenture in connection with the

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Discharge. If requested by the Parent in writing, the Company shall (A) substantially simultaneously with the Effective Time issue a notice of optional redemption for all of the outstanding aggregate principal amount of the 2011 Notes pursuant to the redemption provisions of the Indenture, and (B) substantially simultaneously with the Effective Time, take any other actions reasonably requested by the Parent to facilitate the satisfaction and discharge of the 2011 Notes pursuant to the satisfaction and discharge provisions of the Indenture and the other provisions of the Indenture; provided that prior to or simultaneously with the Company’s being required to take any of the actions described in clauses (A) and (B) above, the Parent shall have, or shall have caused to be, deposited with the trustee under the Indenture sufficient funds to effect such redemption and satisfaction and discharge. The redemption and satisfaction and discharge of the 2011 Notes pursuant to the preceding sentence are referred to collectively as the “ Discharge ” of the 2011 Notes. The Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Discharge of the 2011 Notes identified to the Company by Parent in writing at any time.
     (c) Each of Parent and the Company shall use its reasonable best efforts to replace all letters of credit that are (i) currently outstanding or issued after the date hereof in compliance with this Agreement and (ii) issued for the account of the Company or any of its Subsidiaries (the “Company Letters of Credit ”) with letters of credit issued and outstanding under Parent’s credit facility or any credit facility entered into in connection with the Financing, effective as of the Closing Date; provided that Parent shall not be required to obtain cash-collateralized letters of credit pursuant to this Section 6.6(c) except to the extent cash collateral is required under the terms of Parent’s credit facilities in connection with the issuance of letters of credit. If such replacement of the Company Letters of Credit is not accomplished, Parent will use its reasonable best efforts following the Closing to replace the outstanding Company Letters of Credit with letters of credit issued under the credit facilities of Parent (which efforts shall include payment of all fees in connection with the issuance of such replacement letters of credit under such credit facilities). To the extent that some or all of the cash collateral securing the reimbursement obligation of the Company and its Subsidiaries under the Company Letters of Credit is not released on the Closing Date, the Holders will not be entitled to receive the portion of the Cash Consideration equal to the amount of cash that, following the Closing, continues to be held as collateral securing the reimbursement obligations of the Company and its Subsidiaries in respect of the Company Letters of Credit until such amount of cash is so released.
     6.7. Termination of Affiliate Agreements. At or prior to the Closing, (i) the Company shall, and shall cause each of its Subsidiaries to, terminate the Contracts between the Company and its Subsidiaries, on the one hand, and the Company’s stockholders or their affiliates, on the other hand, other than (A) those Contracts listed in Section 6.7 of the Company Disclosure Schedule, (B) Contracts between or among the Company or any Subsidiary of the Company, on one hand, and one or more Subsidiaries of the Company, on the other hand, and (C) any Company Benefit Plan or any other employment, retention, bonus, severance, consulting, non-disclosure or similar agreement entered into between the Company or one of its Subsidiaries, on one hand, and any current or former officer, director or employee of the Company or one of its Subsidiaries, on the other hand, in each case, without payment or incurrence of further liability or obligation (contingent or otherwise) thereunder and (ii) the

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Company will deliver to Parent evidence of the termination of such Contracts required to be terminated pursuant to this Section 6.7, which evidence shall be reasonably acceptable to Parent.
     6.8. Employee Matters. (a) In order to satisfy the requirements of Section 280G(b)(5)(A)(ii) of the Code, the Company shall submit to a vote of the stockholders of the Company for their approval of all payments or benefits that in the absence of such approval could reasonably be expected to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), to any individuals that are “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations thereunder). The form of such stockholder vote and all disclosure to stockholders regarding the facts regarding the vote, shall be subject to the prior approval of Parent (which approval shall not be unreasonably withheld, denied, conditioned, or delayed). In addition, to the extent necessary to meet the requirements of Section 280G(b)(5)(B) of the Code and the regulations thereunder, the Company shall have received an irrevocable written waiver, in the form attached as Section 6.8 of the Company Disclosure Schedule, from each such disqualified individual of all payments or benefits payable to such disqualified individuals that in the absence of such approval would constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder) (assuming that no portion of any payment to be received by such disqualified individuals would be viewed as “reasonable compensation for personal services” within the meaning of Section 280G of the Code and the regulations thereunder).
     (b) Notwithstanding any provision hereof to the contrary, the Company may, at its option, effectuate the matters set forth on Section 6.8(b) of the Company Disclosure Schedule (the “Transaction Bonus Pool ”) in the manner described therein.
     (c) For a period of one year following the Closing Date, Parent shall cause the Surviving Company to maintain for employees employed in the United States who are not covered by a collective bargaining agreement and who continue in the employ of Parent, the Surviving Company or any of their Subsidiaries following the Closing Date (“Continuing Employees ”), (i) a base salary or wages that are no less favorable than, (ii) a variable/incentive/bonus opportunity that provides a substantially similar variable/incentive/bonus opportunity (excluding any value attributable to equity and equity-based compensation) to, and (iii) other benefit plans and arrangements (except with respect to employer matching contributions under any defined contribution plan, which shall be provided at a level consistent with the terms of the plan applicable to similarly situated employees of Parent) that are substantially comparable in the aggregate with respect to each such Continuing Employee to, in each of clauses (i), (ii) and (iii), those provided to such Continuing Employees immediately prior to the Closing; it being understood that at Parent’s election the foregoing may be satisfied through participation in (i) the Company Benefit Plans, (ii) the plans of Parent, the Surviving Company or their respective Subsidiaries (other than the Company Benefit Plans) or (iii) any combination of such plans (each a “Surviving Company Plan ”) and that participation in any Surviving Corporation Plan may commence or cease (as applicable) at different times. No provision of this Agreement shall be construed as a guarantee of continued employment of any employee and this Agreement shall not be construed so as to prohibit Parent, the Surviving Company or any of their Subsidiaries from having the right to terminate the employment of any employee, provided that any such termination is effected in accordance with applicable law.

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     (d) From and after the Closing Date, for purposes of determining eligibility to participate, level of benefits, vesting and benefit accrual under any Surviving Company Plan in which a Continuing Employees is eligible to participate, Parent shall recognize or cause to be recognized each Continuing Employee’s service with the Company or any of its Subsidiaries, and with any predecessor employer, to the same extent recognized by the Company or any of its Subsidiaries as service with Parent or any of its Subsidiaries to the same extent such service was recognized immediately prior to the Effective Time under a comparable Company Benefit Plan in which such Company Employee was eligible to participate immediately prior to the Effective Time, except that such service need not be recognized (i) to the extent such recognition would result in the duplication of benefits for the same period of service, (ii) for purposes of any frozen plan or grandfathered benefits or (iii) for benefit accrual purposes under any employee benefit plan of Parent or its Subsidiaries that is a defined benefit pension plan.
     (e) Parent shall use commercially reasonable efforts to (i) waive or cause to be waived for each Continuing Employee and his or her eligible dependents, any waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under the welfare plans of Parent, the Surviving Company or any of their respective Subsidiaries applicable to such Continuing Employee to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to such Continuing Employee under the terms of the welfare plans of the Company and its Subsidiaries, and (ii) give or cause to be given full credit under the welfare plans of Parent and its Subsidiaries that provide medical benefits and are applicable to each Continuing Employee and his or her dependents for all co-payments and deductibles satisfied prior to the Closing in the same plan year as the Closing, and for any lifetime maximums, as if there had been a single continuous employer.
     (f) Without limiting the generality of Section 11.10, the provisions of this Section 6.8 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any Company Benefit Plan, Surviving Company Plan or other employee benefit plan or agreement for any purpose or limit the right of Parent, the Company or any of their Subsidiaries (including, following the Closing Date, the Surviving Corporation and its Subsidiaries) to amend or terminate any Company Benefit Plan, Surviving Company Plan or other employee benefit plan or agreement.
     6.9. Subsequent Financial Statements. The Company shall provide to Parent a copy of the Company’s financial results for any month ending after the date of this Agreement in the same format no later than one day following the date such financial results are provided to TC Group, LLC or any of its affiliates (other than the Company and its Subsidiaries). In addition, the Company shall provide a copy of the Company’s financial results for any period ending after the date of this Agreement prior to making publicly available its financial results for any such period and shall provide to Parent a copy of all Company SEC Reports prior to filing them.
     6.10. Non-Solicitation of Alternative Transactions.

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     (a) Unless and until this Agreement will have been terminated in accordance with its terms, the Company shall not, and shall cause its affiliates not to, directly, indirectly or through their officers, shareholders, directors, employees, affiliates, and their respective financial advisors, consultants, attorneys and other agents and representatives (“ Representatives ”), engage in negotiations or discussions with, or furnish any confidential information or data to or access to the books, records, assets, business or personnel of the Company, or solicit, encourage, or respond to any proposals or inquiries from, or enter into any agreements with any third party (or authorize or consent to any of the foregoing actions) relating to (A) any sale or other disposition of all or substantially all assets of the Company and any of its Subsidiaries, taken as a whole; (B) any merger, consolidation, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries; or (C) any direct or indirect acquisition of beneficial ownership of 5 percent or more of the equity securities of the Company, other than, in each case, with Parent or its affiliates.
     (b) The Company shall, and shall cause its affiliates to, immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than Parent and its affiliates) conducted heretofore with respect to any of the foregoing actions described in Section 6.10(a). The Company shall, and shall cause its affiliates to, enforce their respective rights under, and shall not release any third party from, the confidentiality and standstill provisions of any agreement to which the Company or its affiliates is a party with respect to a potential sale of capital stock of, or merger, consolidation, combination, sale of assets, reorganization or similar transaction involving the Company or its Subsidiaries and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any proposal regarding the foregoing.
     (c) Unless and until this Agreement will have been terminated in accordance with its terms, Parent shall not, and shall cause its affiliates not to, directly, indirectly or through their Representatives, (i) engage in negotiations or discussions with, or furnish any confidential information or data to or access to the books, records, assets, business or personnel of Parent, or solicit, encourage, or respond to any proposals or inquiries (any such proposal or inquiry, an “Alternative Transaction Proposal ”) from any third party relating to (A) any sale or other disposition of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole; (B) any merger, consolidation, share exchange, business combination or similar transaction involving Parent or any of its Subsidiaries; or (C) any direct or indirect acquisition of beneficial ownership of 30% or more of the equity securities of Parent, other than, in each case, with the Company or its affiliates (an “Alternative Transaction ”) or (ii) enter into any agreements with any third party (or authorize or consent to any of the foregoing actions) with respect to any Alternative Transaction other than with the Company or its affiliates.
     (d) Parent shall, and shall cause its affiliates to, immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than the Company and its affiliates) conducted heretofore with respect to any of the foregoing actions described in Section 6.10(c). Parent shall, and shall cause its affiliates to, enforce their respective rights under, and shall not release any third party from, the confidentiality and standstill provisions of any agreement to which Parent or its affiliates is a party with respect to any Alternative Transaction and shall immediately take all steps necessary

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to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any Alternative Transaction Proposal.
     (e) Notwithstanding the foregoing, prior to approval of the issuance of Parent Common Stock in the Merger by the requisite affirmative vote of the holders of Parent Common Stock, Parent may, in response to a bona fide written Alternative Transaction Proposal from a person other than the Company or its affiliates if the Board of Directors of Parent determines in good faith (after consultation with its outside legal counsel) that failure to do so would be inconsistent with its fiduciary duties, (i) furnish information with respect to Parent and its Subsidiaries to the person making such Alternative Transaction Proposal and its Representatives (provided that such information was previously provided to the Company or is simultaneously provided to the Company) pursuant to a customary confidentiality agreement not less restrictive than the Confidentiality Agreement and (ii) participate in discussions concerning the terms of such Alternative Transaction Proposal and negotiate the terms with the person making such Alternative Transaction Proposal.
     6.11. FIRPTA Certificate. On the Closing Date, the Company shall provide to Parent an affidavit, dated as of the Closing Date, signed under penalty of perjury, and in form and substance required under the Treasury Regulations issued pursuant to Section 1445(b)(3) and Section 897 of the Code.
     6.12. Indemnification and Insurance.
     (a) For six years after the Effective Time, Parent shall cause the Surviving Company to continue to indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any actions, suits, claims or proceedings, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or any of its Subsidiaries, as the case may be, would have been permitted under their respective charter or by-laws or comparable organizational documents in effect on the date of this Agreement subject to limitations imposed by applicable law to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable law); provided, the person to whom such expenses are advanced provides an undertaking to the Surviving Company to repay such advances if it is ultimately determined that such person is not entitled to indemnification; provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under applicable law and the charter and by-laws or other organizational documents of the Company or any of its Subsidiaries shall be made by independent counsel mutually acceptable to the Holder Representative and the Surviving Company.
     (b) For six years from the Effective Time, Parent shall cause the Surviving Company to maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore delivered to

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Parent) either through continuation of the current policy or substitution by Parent of another policy therefor on terms not materially less favorable than the terms of such current insurance coverage with respect to claims arising from or related to facts or events which occurred at or prior to the Effective Time; provided , however , that if any claim is asserted or made within such six-year period, such insurance shall be continued in respect of such claim until the final disposition thereof; and provided further , however , that in complying with its obligations pursuant to the terms of this Section 6.12(b), Parent shall not be required to expend annually in the aggregate an amount in excess of 200% of the annual premium currently paid by the Company (which current amount is set forth on Section 6.12 of the Company Disclosure Schedule (the “Premium Cap ”)) and if Parent cannot obtain such insurance coverage without paying in excess of the Premium Cap, Parent shall purchase such insurance with the maximum coverage available for the Premium Cap; provided further , however , that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase a six-year prepaid “tail policy” that provides coverage no less favorable than the coverage described above; provided further, however that if the annual premiums for such “tail” policy exceeds the Premium Cap, then Parent may direct the Company to obtain a “tail” policy with the maximum coverage available for the Premium Cap applied over the term of such policy.
     6.13. Further Assurances. From time to time, as and when requested by any party hereto and at such party’s expense, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as the requesting party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement.
     6.14. Reorganization. Parent and the Company intend that the Mergers together shall qualify as a reorganization within the meaning of Section 368(a) of the Code. Provided that the Company receives an opinion of Latham & Watkins LLP dated as of the Closing Date to the effect that for federal income tax purposes, the Mergers together will be treated as a reorganization within the meaning of Section 368(a) of the Code (and such opinion has not been withdrawn), each party will report the Mergers as such for federal, state and local income tax purposes except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, or by similar provision of applicable state or local income, franchise or other relevant Tax law. Neither Parent nor the Company will take any action or fail to take any action, which action or failure to act would cause the Mergers to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. Parent and the Company shall elect to apply the provisions of the proposed United States Treasury Regulations (REG-146247-06, 2007-1 C.B. 977) in the Federal Register (72 FR 13058) concerning fixed price contracts to the Mergers taken together, as permitted under Internal Revenue Service Notice 2010-25, 2010-14 IRB, and Parent shall cause its affiliates (including but not limited to the Surviving Company) to so elect as may be necessary under the terms of the Notice to ensure the proposed regulations apply to the Mergers. Parent and its affiliates, as applicable, and the Company shall not adopt a treatment of such Mergers that is inconsistent with such elections.
     6.15. Tax Matters.
     (a) Parent shall cause to be prepared in a manner consistent with past practices (except where otherwise required by applicable law) all Tax Returns of the Company

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and its Subsidiaries for all taxable years or periods ending on or before the Closing Date that are required to be filed after the Closing Date (“Pre-Closing Tax Returns ”) and for any taxable period that includes (but does not end on) the Closing Date (“Straddle Period Tax Returns ”). Parent shall cause each Pre-Closing Tax Return and Straddle Period Tax Return to be delivered to the Holder Representative for its review and consultation with Parent a reasonable period of time prior to the due date for such Tax Return (taking into account any applicable extensions of time to file). Parent shall consider in good faith any written comments to such Tax Return received from the Holder Representative. Parent shall cause the Company to timely file all such Pre-Closing Tax Returns and Straddle Period Tax Returns.
     (b) Except as provided in Section 6.15(c) hereof, Parent and the Holder Representative shall cooperate fully, and Parent shall cause its affiliates to cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any action regarding Taxes of, or with respect to, the Company and its Subsidiaries. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Parent shall (i) retain or cause to be retained all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until 120 days after the expiration of the statute of limitations (taking into account any extensions thereof, which extensions Parent shall notify the Holder Representative of promptly in writing) of the respective taxable periods and (ii) give the Holder Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Holder Representative so requests, shall allow the Holder Representative to take possession of such books and records.
     (c) Parent covenants that it will not cause or permit the Company or its Subsidiaries or any affiliates of Parent to (i) take any action on the Closing Date after the Closing outside of the ordinary course of business or (ii) except as otherwise required pursuant to an audit, examination or other adjustment required by a Tax authority, amend any Tax Return of the Company or any of its Subsidiaries, make or amend any material Tax election or take any action that results in increased taxable income or gain or the reduction of any Tax asset of the Company or its Subsidiaries, in each case with respect to any Pre-Closing Tax Period (other than any Current Tax Period); provided for the avoidance of doubt, nothing in this subsection (c) shall permit Parent or any of its affiliates to take any action with respect to a Current Tax Period that is inconsistent with its obligations under this Section 6.15 with respect to any Current Tax Period.
     (d) The parties shall treat the taxable year of the Company and its Subsidiaries as ending on the Closing Date where required or allowable by law and, except as provided under the “next day rule” of Treasury Regulation Section 1.1502-76, shall allocate income to the period ending on the Closing Date based on a closing of the books as of the Closing Date. The parties hereto agree that no ratable allocation election under Treasury Regulation Section 1.1502-76(b)(2)(ii) or any other similar law shall be made with respect to the transactions contemplated in this Agreement. In accordance with Treasury Regulation Section 1.1502-76 and any analogous law, any income or gain related to any extraordinary transaction

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that occurs on the Closing Date after the Closing shall be allocated to the taxable period beginning after the Closing Date. Notwithstanding any other provision of this Agreement, the parties hereto agree pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii) that the Tax deductions arising out of the payment of the Option Consideration, the SAR Consideration and the RSU Consideration shall be allocated to and reported in the taxable year of the Company ending on the Closing Date, except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, or by similar provision of applicable state or local income, franchise or other relevant Tax law.
ARTICLE VII
CONDITIONS PRECEDENT
     7.1. Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the parties to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
     (a) Parent Stockholder Approval. Parent Stockholder Approval shall have been obtained.
     (b) NYSE Listing. The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE or such other primary stock exchange on which Parent Common Stock is then listed, subject to official notice of issuance.
     (c) Antitrust Waiting Period. Any waiting period (and any extensions thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired, and the approvals set forth on Section 7.1(c) of the Company Disclosure Schedule shall have been obtained.
     (d) No Injunctions or Restraints; Illegality. No statute, rule, regulation, executive or other order shall have been enacted, issued or promulgated by any Governmental Entity and no preliminary or permanent injunction or temporary restraining order or prohibition issued by a court or other Governmental Entity (collectively, “Restraints ”) preventing or rendering illegal the consummation of the Merger shall be in effect.
     7.2. Conditions to Obligations of Parent. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:
     (a) Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of a specific date, in which case, such representations and warranties shall be so true and correct as of such date), except where the failure or failures to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (disregarding for this

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purpose clause (D) of the proviso to the definition of such term other than for the purpose of the representation and warranty set forth in Section 3.7(a)) on the Company; provided , however , that the representations and warranties of the Company set forth in Sections 3.1(a), 3.1(b), 3.1(c), 3.2, 3.3(a), 3.3(b)(i), 3.22 and 3.24, and the representations and warranties of the Holder Representative set forth in Section 10.4, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of a specific date, in which case, such representations and warranties shall be so true and correct as of such date).
     (b) Performance of Obligations of the Company. The Company and the Holder Representative shall have performed in all material respects all covenants required to be performed by them under this Agreement at or prior to the Effective Time. Notwithstanding the forgoing or anything else to the contrary, the Company shall have performed, in all material respects, all obligations required to be performed by it under Section 6.8(a) of this Agreement prior to the Effective Time.
     (c) Certificates. Parent shall have received (i) a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to the effect that the conditions with respect to the Company specified in Sections 7.2(a) and 7.2(b) have been fulfilled and (ii) the certificate described on Section 7.2(c) of the Company Disclosure Schedule, executed by the party described on Section 7.2(c) of the Company Disclosure Schedule.
     (d) Escrow Agreement. The Holder Representative shall have executed and delivered the Escrow Agreement to Parent.
     (e) No Material Adverse Effect on the Company. Since the date of this Agreement, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
     (f) Third Party Consents. The consents set forth on Section 7.2(f) of the Parent Disclosure Schedule shall have been obtained and shall remain in full force and effect.
     (g) Payoff Letter. Parent shall have been provided the Payoff Letter, executed by the agent under the Company Credit Agreement.
     7.3. Conditions to Obligations of the Company. The obligation of the Company to effect the Merger is also subject to the satisfaction, or waiver by the Company, at or prior to the Effective Time of the following conditions:
     (a) Representations and Warranties. The representations and warranties of Parent set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of a specific date, in which case, such representations and warranties shall be so true and correct as of such date), except where the failure or failures to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (disregarding for this purpose clause (D) of the proviso to the definition of such term other than for the purpose of the representation and

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warranty set forth in Section 4.7(a)) on Parent; provided, however, that the representations and warranties of Parent set forth in Sections 4.1(a), 4.1(b), 4.1(c), 4.2, 4.3(a), 4.3(b)(i), and 4.25 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of a specific date, in which case, such representations and warranties shall be so true and correct as of such date).
     (b) Performance of Obligations of Parent. Parent shall have performed in all material respects all covenants required to be performed by it under this Agreement at or prior to the Effective Time.
     (c) Certificates. The Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent that the conditions specified in Sections 7.3(a) and 7.3(b) have been fulfilled.
     (d) No Material Adverse Effect on Parent. Since the date of this Agreement, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent.
     (e) Governance. Parent shall have performed all obligations required to be performed by it pursuant to Section 1.1 of the Stockholders Agreement such that effective as of the Closing, (i) the number of directors on the Parent’s board of directors is increased by three and (ii) the three persons specified in Section 1.1 of the Stockholders Agreement (or if any such person is unable or unwilling to serve as a director, a mutually acceptable replacement) are appointed to the Parent’s board of directors.
     (f) Reorganization. Latham & Watkins LLP shall have received a representation letter of Parent, Merger Sub and the Surviving Company in substantially the form attached hereto as Exhibit B .
ARTICLE VIII
SURVIVAL; INDEMNIFICATION
     8.1. Survival. The representations, warranties, covenants and agreements of the parties hereto contained in this Agreement or in the certificates delivered pursuant to clause (i) of Section 7.2(c) and Section 7.3(c) (the “Closing Certificates ”) shall survive the Closing until the Survival Termination Date; provided , however , that any covenants to be performed after the Closing Date shall survive until such covenant is fully performed. The representations and warranties set forth in the certificate delivered pursuant to clause (ii) of Section 7.2(c) shall not survive the Closing. No claim for indemnification may be asserted pursuant to Section 8.2 after the Survival Termination Date. Notwithstanding the preceding sentences, any claim made in good faith for breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to this Section 8.1 if written notice of such claim (setting forth the basis therefor in reasonable detail) shall have been given to the party against whom such

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indemnity may be sought prior to such time, and such claim is pursued in good faith hereunder within a reasonable time period thereafter.
     8.2. Indemnification.
     (a) Effective at and after the Closing, Parent and its affiliates and their respective directors, officers, employees, stockholders, agents, representatives, successors and assigns (collectively, the “Parent Indemnified Parties”) shall be entitled to indemnification solely from the Indemnification Escrow Amount for any and all damage, loss and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) whether involving a third party claim or a claim solely between the parties hereto (“Damages”) suffered or incurred by a Parent Indemnified Party arising out of or relating to:
          (i) the failure of any of the representations or warranties made by the Company or the Holder Representative under this Agreement, read for purposes of this Article VIII without reference to Material Adverse Effect (except in the case of Section 3.7(a)) to be true and correct at the date hereof and at and as of the Closing Date or the failure of the Closing Certificate delivered at the Closing by the Company (which, for avoidance of doubt, shall not include the certificate delivered pursuant to clause (ii) of Section 7.2(c)) to be true and correct at and as of the Closing Date; and
          (ii) any breach of a covenant or agreement to be performed by the Company pursuant to this Agreement; and
          (iii) Excluded Taxes; provided that
     (A) no Parent Indemnified Party shall be entitled to indemnification for any such claim (or series of related claims) pursuant to this Section 8.2 where the aggregate amount of Damages with respect to such claim (or related claims) does not exceed $20,000 (the “De Minimis Amount”) (and the amount of such Damages with respect to unrelated claims shall not be aggregated for purposes of clause (B));
     (B) the Parent Indemnified Parties shall not be entitled to indemnification pursuant to this Section 8.2 unless the aggregate amount of Damages for which all Parent Indemnified Parties are entitled to indemnification pursuant to this Section 8.2 exceeds $1,000,000 (the “Basket”), in which case the Parent Indemnified Parties shall, subject to Section 8.2(a)(iii)(C) below, be entitled to indemnification for the full amount of all such Damages, including the Basket;
     (C) the aggregate amount of all Damages to which all Parent Indemnified Parties may be entitled to indemnification pursuant to this Section 8.2 shall in no event exceed the Indemnification Escrow Amount; and
     (D) Notwithstanding anything to the contrary in this Agreement, including without limitation and for the avoidance of doubt Section 3.9(a), except to the extent of any breach of the representation and warranty in Section 3.9(d), no indemnity is provided under this Agreement to any Parent Indemnified Party with respect to the amount of or the availability

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of any net operating loss (“NOL”) or NOL Carryforward that arose in the Pre-Closing Tax Period (any such NOL or NOL Carryforward, a “Pre-Closing NOL ”) or with respect to any reduction in the amount of any Pre-Closing NOL for any reason, including without limitation, greater amounts of income being recognized in any Pre-Closing Tax Period than previously reported.
     (b) Effective at and after the Closing, Parent hereby indemnifies each holder of shares of Company Common Stock, Company Options, Company SARs or Company RSUs immediately prior to the Effective Time and their affiliates and their respective directors, officers, employees, stockholders, agents, representatives, successors and assigns (collectively, the “Holder Indemnified Parties ”) for and agrees to hold each of them harmless from any and all Damages actually suffered or incurred by a Holder Indemnified Party arising out of or relating to:
          (i) the failure of any of the representations or warranties made by Parent under this Agreement, read for purposes of this Article VIII without reference to Material Adverse Effect (except in the case of Section 4.7(a)) to be true and correct at the date hereof and at and as of the Closing Date or the failure of the Closing Certificate to be true and correct at and as of Closing;
          (ii) any breach of covenant or agreement to be performed by Parent pursuant to this Agreement; and
          (iii) the failure of the LLC Merger to be consummated on the Closing Date; provided that
     (A) no Holder Indemnified Party shall be entitled to indemnification for any such claim (or series of related claims) pursuant to this Section 8.2 where the amount of Damages with respect to such claim (or related claims) does not exceed the De Minimis Amount (and the amount of such Damages with respect to unrelated claims shall not be aggregated for purposes of clause (B));
     (B) the Holder Indemnified Parties shall not be entitled to indemnification pursuant to this Section 8.2 unless the aggregate amount of Damages for which all Holder Indemnified Parties are entitled to indemnification pursuant to this Section 8.2 exceeds the Basket, in which case the Holder Indemnified Parties shall, subject to Section 8.2(b)(iii)(C), be entitled to indemnification for the full amount of all such Damages, including the Basket; and
     (C) the aggregate amount of all Damages to which all Holder Indemnified Parties may be entitled to indemnification pursuant to this Section 8.2 shall in no event exceed $35,000,000.
     (c) For tax purposes, any indemnification payments made pursuant to this Section 8.2 shall be treated as an adjustment to the Merger Consideration.
     8.3. Third Party Claim Procedures.

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     (a) The party seeking indemnification under Section 8.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party. The Holder Representative shall give and receive notices on behalf of the Escrow Participating Holders and the Holder Indemnified Parties. “Indemnifying Party” means (i) in the case of any claim for indemnification brought by a Holder Indemnified Party, Parent and (ii) in the case of any claim for indemnification brought by a Parent Indemnified Party, the Holder Representative, solely for the purpose of receiving notice and controlling the defense and settlement of a Third Party Claim pursuant to this Section 8.3 and Section 8.4; provided that in no circumstance shall the Holder Representative have any obligation to indemnify any party pursuant to this Agreement.
     (b) Except as provided below, the Indemnifying Party shall be entitled to control and select counsel (subject to the Indemnified Party’s right to reasonably object) for such defense at its expense.
     (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, denied, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, the settlement is in excess of the maximum liability set forth in Section 8.2, or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose; provided , that no Indemnified Party shall settle or compromise any such Third Party Claim without the prior written consent of the Indemnifying Party if (A) the Indemnified Party does not irrevocably waive all claims to indemnification under this Agreement with respect to such Third Party Claim, (B) any amount is required to be paid by the Indemnifying Party or from the Indemnification Escrow Amount in respect of such Third Party Claim, (C) the settlement does not release the Indemnifying Party from all liabilities and obligations with respect to such Third Party Claim or (D) the settlement imposes ongoing obligations on, or injunctive or other equitable relief against, the Indemnifying Party. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume such control, and shall be responsible for the fees and expenses of the Indemnified Party’s counsel, if (i) the Indemnifying Party shall have failed, within twenty (20) business days after receipt of a Notice in respect of the applicable Third Party Claim, to assume the defense of such claim or to notify the Indemnified Party in writing that it will assume the defense of such claim, (ii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to, or the assertion of which would be adverse to the

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interests of, the Indemnified Party or (iii) the Indemnified Party shall have been advised in writing by counsel that the assumption of such defense by the Indemnifying Party would be inappropriate due to an actual or potential conflict of interest (provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one firm of counsel for all Indemnified Parties, other than local counsel). To the extent the defense of any Third Party Claim is assumed by the Holder Representative as the Indemnifying Party, the costs and expenses of such defense and any settlement or compromise of such Third Party Claim shall be paid from the Indemnification Escrow Amount, and Parent, the Company and the Holder Representative shall instruct the Escrow Agent to disburse such portion of the Indemnification Escrow Amount as is reasonably requested in writing by the Holder Representative to pay such costs and expenses.
     (d) Each party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.
     (e) If any payment is made on a Third Party Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim and shall be entitled to pursue recovery against the applicable insurers or other Persons in respect of such benefits or other claims. To the extent the defense of any Third Party Claim is assumed by the Holder Representative as the Indemnifying Party, the costs and expenses of such defense and any settlement or compromise of such Third Party Claim shall be paid from the Escrow Account. Parent, the Company and the Holder Representative shall instruct the Escrow Agent to disburse such portion of the Indemnification Escrow Amount as is reasonably requested in writing by the Holder Representative to pay such costs and expenses.
     8.4. Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 8.2 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.
     8.5. Calculation of Damages.

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     (a) The amount of any Damages payable under Section 8.2 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor (net of any expenses incurred in securing such recovery). If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.
     (b) No Indemnified Party shall be entitled to indemnification pursuant to Section 8.2 for consequential, special, exemplary, indirect or punitive Damages (except to the extent included in any Third Party Claim).
     (c) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage or from third parties for any Damages payable under Section 8.2, provided that such efforts will not limit the timing or amount of Damages payable under Section 8.2 during pendency of such insurance claims.
     (d) Notwithstanding any provision hereof to the contrary, the amount of any Damages payable to the Parent Indemnified Parties under Section 8.2 shall be made solely from funds available in the Escrow Account.
     (e) In determining the amount of any Damages for which the Indemnified Parties are entitled to assert a claim for indemnification hereunder, the amount of any such Damages will be determined after deducting therefrom the amount of any Tax benefit actually realized in the year in which such Damages were incurred (and any prior year) in cash, credit or a reduction of Taxes otherwise payable, in each case as a result of such Damages. Additionally, if any Indemnified Party realizes any additional Tax benefit in cash, credit or a reduction of Taxes otherwise payable, in each case as a result of such Damages in the two years after such Damages were incurred, such Indemnified Party will promptly refund to the Indemnifying Party an amount equal to such Tax benefit.
     8.6. Exclusive Remedy. After the Closing, this Article VIII will provide the exclusive remedy for any and all claims under this Agreement or any certificate delivered pursuant hereto, except remedies for common law fraud pursuant to claims asserted only against the Persons committing such common law fraud or with respect to matters for which the remedy of specific performance or injunctive relief are available.
     8.7. Indemnity Escrow.
     (a) The amounts of any Damages payable to the Parent Indemnified Parties under Section 8.2 shall, in each case, be paid by release out of cash held in the Escrow Account (the “Indemnification Escrow Property ”) to the applicable Parent Indemnified Party from the Escrow Account.

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     (b) On the Survival Termination Date, the Escrow Agent shall release all or a portion of the Indemnification Escrow Property to the Escrow Participating Holders such that, following such release, the amounts remaining in the Escrow Account equals only the amount, if any, of claims for indemnification under Section 8.2 properly asserted prior to such date by the Parent Indemnified Parties in writing in accordance with Article VIII but not yet resolved as of the Survival Termination Date (the “Unresolved Claims ”). Such amounts shall be released to the Escrow Participating Holders, pro rata in accordance with their respective Escrow Percentages. The amounts retained in the Escrow Account in respect of any Unresolved Claim shall be released by the Escrow Agent upon final resolution of any Unresolved Claim in respect of which such amounts had been retained (to the extent not utilized to satisfy valid claims for indemnification pursuant to Section 8.2) in accordance with this Section 8.7 and the terms of the Escrow Agreement.
     (c) Promptly (and in any event within five (5) business days) upon any person becoming entitled to release of amounts from the Escrow Account pursuant to this Article VIII or the Escrow Agreement, Parent and the Holder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to so release such amounts.
ARTICLE IX
TERMINATION AND AMENDMENT
     9.1. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Merger by the stockholders of the Company or the Parent:
     (a) by mutual consent of the Company and Parent in a written instrument authorized by the Boards of Directors of the Company and Parent;
     (b) by either the Company or Parent, if any final, non-appealable Restraint preventing or rendering illegal consummation of the Merger shall have become final and non-appealable (unless the failure by such party to fulfill its obligations pursuant to Section 6.1 shall have been the cause of, or resulted in, such Restraint);
     (c) by either the Company or Parent, if the Merger shall not have been consummated on or before September 23, 2010 (the “Outside Date ”), unless the failure of the Closing to occur by such date shall have been caused by, or resulted from, the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth in this Agreement, other than a breach of such party’s representations and warranties set forth in this Agreement;
     (d) by either the Company or Parent (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein), if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of the Company or the Holder Representative, in the case of a termination by Parent, or Parent or Merger Sub, in the case of a termination by the Company, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set

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forth in Section 7.2 (in the case of termination by Parent) or Section 7.3 (in the case of termination by the Company) and that (if curable) is not cured by the earlier of (i) the Outside Date or (ii) 30 days following written notice to the party committing such breach or by its nature or timing cannot be cured within such time period;
     (e) by the Company, if a Change of Recommendation shall have occurred;
     (f) by either the Company or Parent, if the Parent Meeting (including any adjournments thereof) shall have concluded and the Parent Stockholder Approval contemplated by this Agreement shall not have been obtained;
     (g) by Parent, if this Agreement and the Merger are not approved and adopted by the stockholders of the Company on or prior to 11:59 pm New York time on the date hereof.
     The party desiring to terminate this Agreement pursuant to clause (b), (c), (d), (e), (f), or (g) of this Section 9.1 shall give written notice of such termination to the other party in accordance with Section 11.1, specifying the provision or provisions hereof pursuant to which such termination is effected.
     9.2. Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 9.1, this Agreement shall forthwith become void and have no effect, and none of the Company, Parent, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever under this Agreement, or in connection with the transactions contemplated by this Agreement, except Sections 2.6, 9.2, 9.3, 11.1, 11.6 and 11.7 and the last two sentences of Section 6.5(b), which Sections and the Confidentiality Agreement shall survive any termination of this Agreement.
     9.3. Termination Fee. (a) If:
          (i) this Agreement is terminated by the Company pursuant to Section 9.1(e), then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $25,000,000 (the “Change of Recommendation Termination Fee ”) on the first business day following such termination;
          (ii) this Agreement is terminated by the Company or Parent pursuant to Section 9.1(f), then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $9,500,000 (the “Stockholder Vote Termination Fee ”) on the first business day following such termination;
          (iii) this Agreement is terminated (A) by the Company pursuant to Section 9.1(d) as a result of any breach of any covenant or agreement (other than any breach of any representation or warranty set forth in Article IV hereof or any covenant or agreement set forth in Section 5.3, Section 5.4 or Section 6.10 or any unintentional breach of any covenant or agreement set forth in Section 1.7(c), Section 6.2, Section 6.3 or Section 11.8) or (B) by either party pursuant to Section 9.1(c) and at the time of such termination the terminating party could

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have terminated the agreement pursuant to Section 9.1(d) as a result of any breach of any covenant or agreement (other than any breach of any representation or warranty set forth in Article IV or any covenant or agreement set forth in Section 5.3, Section 5.4, or Section 6.10 or any unintentional breach of any covenant or agreement set forth in Section 1.7(c), Section 6.2, Section 6.3 or Section 11.8) and, in either case, at such time the conditions set forth in Section 7.1, Section 7.2, and Section 7.3(d) have been satisfied or waived (excluding those conditions that by their nature are to be satisfied or waived at Closing), other than such conditions that have not been satisfied as a result of the material breach of Parent or Merger Sub of its obligations under this Agreement, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to the $75,000,000 (the “Parent Breach Termination Fee ”) on the first business day following such termination; or
          (iv) this Agreement is terminated (A) by Parent pursuant to Section 9.1(d) as a result of any breach of any covenant or agreement (other than any breach of any representation or warranty set forth in Article III or any covenant or agreement set forth in Section 5.1, Section 5.2 or Section 6.10 or any unintentional breach of any covenant or agreement set forth in Section 1.7(c), Section 6.2, Section 6.6, Section 6.8(a) or Section 11.8) or (B) by either party pursuant to Section 9.1(c) and at the time of such termination the terminating party could have terminated the agreement pursuant to 9.1(d) as a result of any breach of any covenant or agreement (other than any breach of any representation or warranty set forth in Article III or any covenant or agreement set forth in Section 5.1, Section 5.2 or Section 6.10 or any unintentional breach of any covenant or agreement set forth in Section 1.7(c), Section 6.2, Section 6.6, Section 6.8(a) or Section 11.8) and, in either case, at such time the conditions set forth in Section 7.1, Section 7.2(e), Section 7.2(f) and Section 7.3 have been satisfied or waived (excluding those conditions that by their nature are to be satisfied or waived at Closing), other than such conditions that have not been satisfied as a result of the material breach of the Company of its obligations under this Agreement, then the Company shall pay to Parent by wire transfer of immediately available funds, an amount equal to $75,000,000 (the “Company Breach Termination Fee ” and, together with the Parent Breach Termination Fee, the Change of Recommendation Termination Fee and the Stockholder Vote Termination Fee, the “Termination Fees ”) on the first business day following such termination.
          (v) For the avoidance of doubt, in no event will either Parent or the Company be obligated to pay more than one Termination Fee.
     (b) Parent acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company would not enter into this Agreement. If any party hereto becomes obligated to pay a Termination Fee pursuant to this Section 9.3, such party shall additionally pay to the party entitled to such payment (i) interest on the amount of such Termination Fee from the date such payment was required to be made until the date of payment at the per annum rate equal to the sum of (A) the rate publicly announced by JPMorgan Chase Bank, as of the date such payment was required to be made, as such bank’s prime lending rate and (B) 2% and (ii) if, in order to obtain such payment, the party entitled to payment of a Termination Fee commences a suit for payment of such Termination Fee that results in a judgment against such party, the party obligated to pay such Termination Fee shall reimburse such party for its costs and expenses (including reasonable attorneys’ fees and expenses)

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incurred in connection with such suit. The parties hereto specifically acknowledge and agree that (i) no Termination Fee payable hereunder constitutes a penalty, but rather represents liquidated damages in a reasonable amount that will compensate the party entitled to such Termination Fee in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and (ii) the applicable Termination Fees shall be the exclusive remedy of the party entitled to such Termination Fees following termination of this Agreement. Except as provided in Section 11.10, no party shall be entitled to bring a claim for or seek to recover damages for breach of this Agreement in excess of the applicable Termination Fees to which such party is entitled pursuant to this Agreement.
     9.4. Amendment. This Agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with Merger by the stockholders of the Company; provided , however , that after any approval of the transactions contemplated by this Agreement by the stockholders of Parent, there may not be, without further approval of such stockholders, any amendment of this Agreement that requires further approval under applicable law. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.
     9.5. Extension; Waiver. At any time prior to the Effective Time, the parties, by action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
ARTICLE X
HOLDER REPRESENTATIVE
     10.1. Holder Representative. By virtue of the approval of the Merger by the stockholders of the Company, the Holders are deemed to have acknowledged their agreement to be bound by this Article X, and hereby appoint TC Group, L.L.C. as the representative to act on behalf of the Holders for certain limited purposes, as specified herein (the “Holder Representative ”). The Holders hereby grant the Holder Representative a power of attorney to act on their behalf in connection with the transactions contemplated by this Agreement, including executing documents, making all elections and decisions to be made by the Holders in connection with the Merger, both prior to and following the Closing Date, retaining a portion of the Merger Consideration necessary to pay fees and expenses, giving and receiving notices on behalf of the Holders and otherwise exercising all rights of the Holders on their behalf.

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     10.2. Designation and Replacement of Holder Representative. The parties have designated the Holder Representative as the initial Holder Representative. The Holder Representative may resign at any time, and the Holder Representative may be removed by holders that collectively owned more than 50% of the shares of Company Common Stock immediately prior to the Effective Time (“Majority Holders ”). In the event that a Holder Representative has resigned or been removed, a new Holder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative.
     10.3. Authority and Rights of the Holder Representative; Limitations on Liability. The Holder Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; provided , however , that the Holder Representative shall have no obligation to act on behalf of the Holders, except as expressly provided herein. Without limiting the generality of the foregoing, the Holder Representative shall have full power, authority and discretion to estimate and determine the amounts of Holder Allocable Expenses, and to pay such Holder Allocable Expenses in accordance with Section 2.6 hereof. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders. The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. Notwithstanding any provision to the contrary hereunder, the Holder Representative shall have no liability or obligation of any nature under this Agreement to any party hereto or any third party beneficiary hereof, other than as a result of a breach of its representation set forth in Section 10.4.
     10.4. Representations and Warranties.
     (a) The Holder Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Holder Representative has all requisite power and authority to execute and deliver this Agreement.
     (b) The execution and delivery by the Holder Representative of this Agreement to which it is, or is specified to be, a party, and the performance by the Holder Representative of its obligations hereunder do not and will not conflict with, violate any provision of, any applicable law, rule or regulation of any Governmental Entity applicable to, or the organizational documents of, the Holder Representative.
     10.5. Reliance. The provisions of this Article X shall in no way impose any obligations on Parent, except that the last sentence of Section 10.3 shall be binding on Parent and Merger Sub. Parent (i) shall be entitled to rely upon, shall have no liability to the Holders with respect to, actions, decisions and determinations of the Holder Representative and (ii) shall be entitled to assume that all actions, decisions and determinations of the Holder Representative are fully authorized by all of the Holders.

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ARTICLE XI
GENERAL PROVISIONS
     11.1. Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
          (a) if to the Company prior to the Closing, to:
               Vought Aircraft Industries, Inc.
9314 W. Jefferson Street
Dallas, TX 75211
Attention: Kevin McGlinchey
          Vice President, General Counsel & Corporate Secretary
Fax: (972) 946-5642
               with a copy to:
               Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004
Attention: Daniel T. Lennon
          Paul F. Sheridan, Jr.
Fax: (202) 637-2201
               and
          (b) if to Parent, to:
               Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100 W
ayne, PA 19087
Attention: John B. Wright, II
          Vice President, General Counsel & Secretary
Fax: (610) 251-1555
               with a copy to:
               Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019

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               Attention: Edward D. Herlihy
          David E. Shapiro
Fax: (212) 403-2000
          (c) if to the Holder Representative, to:
               TC Group, L.L.C.
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: Adam J. Palmer
Fax: (202) 347-9250
               with a copy to:
               Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004
Attention: Daniel T. Lennon
          Paul F. Sheridan, Jr.
Fax: (202) 637-2201
     11.2. Interpretation. When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “ includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; and whenever the word “person” or “persons” is used in this Agreement, it shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity, or any department, agency or political subdivision thereof. References to $ or dollars means United States dollars. The Company Disclosure Schedule and the Parent Disclosure Schedule, as well as all other schedules and all exhibits hereto, shall be deemed part of this Agreement and included in any reference to this Agreement. This Agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable law. All references to the Company’s “knowledge” or “knowledge of the Company” shall mean the actual knowledge of Elmer Doty, Kevin McGlinchey, Keith Howe, Jeff McRae, Ron Muckley and Tom Stubbins. All references to Parent’s “knowledge” or “knowledge of Parent” shall mean the actual knowledge of Rick Ill, David Kornblatt, Jeff Frisby, Kevin Kindig, John Wright, Bill Bauer and Sheila Spagnolo.
     11.3. Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart.

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     11.4. Entire Agreement. This Agreement (including the documents and the instruments referred to in this Agreement), together with the Confidentiality Agreement and the Stockholders Agreement, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement, other than the Confidentiality Agreement.
     11.5. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
     11.6. Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts of law principles. The parties hereto agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State of Delaware. Each of the parties hereto submits to the exclusive jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, the Commitment Letter or the performance thereof, in any forum other than (i) the Supreme Court of the State of New York, County of New York, or, if under applicable law jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), or (ii) any federal or state court in the State of Delaware. As used in this Agreement, “Financing Source ” means the parties to the Commitment Letter and any joinder agreements or credit agreements related thereto (other than Parent or any of its Subsidiaries).
     11.7. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
     11.8. Public Announcements. The Company and Parent will consult with and provide each other the reasonable opportunity to review and comment upon any press release or

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other public statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or other public statement or comment prior to such consultation except as may be required by applicable law or by obligations pursuant to any listing agreement with any national securities exchange.
     11.9. Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by either of the parties (whether by operation of law or otherwise) without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this Agreement; provided, however, that (i) after the Closing, current and former affiliates and directors of the Company and its Subsidiaries are intended third party beneficiaries of Section 6.12 and shall be entitled to enforce their rights thereunder, (ii) after the Closing, the Parent Indemnified Parties and the Holder Indemnified Parties are intended third party beneficiaries of Article VIII and shall be entitled to enforce their rights thereunder, (iii) all holders of shares of Company Common Stock, Company Options, Company SARs and Company RSUs are intended third party beneficiaries of Section 9.3 and the Holder Representative shall be entitled to enforce the rights of such parties thereunder on behalf of such parties and no other Person (including such holders) shall have the right to enforce such rights, (iv) the Persons described in the second sentence of Section 11.11 that are not parties hereto are intended third party beneficiaries of Section 11.11 and shall be entitled to enforce their rights thereunder, (v) the Representatives of the Company are intended third-party beneficiaries of the second to last sentence of Section 6.5(b), and (vi) the Financing Sources are intended third-party beneficiaries of the second to last sentence of Section 11.6 (but no other section or provision of this Agreement) and each Financing Source shall be entitled to enforce its rights under that sentence. Notwithstanding any provision hereof to the contrary, no consent, approval or agreement of any third-party beneficiary will be required to amend, modify or waive any provision of this Agreement.
     11.10. Specific Performance. The parties hereto agree that the parties shall not be entitled to an injunction or injunctions or other equitable relief to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof other than the provisions of Sections 1.7(c), 6.3 and 6.10, in addition to any other remedy to which they are entitled at law or in equity.
     11.11. Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or affiliate of any party to this Agreement shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or

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other obligations or liabilities of any one or more of the Company, the Holder Representative, Parent or Merger Sub under this Agreement (whether for indemnification or otherwise) of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby; provided that the foregoing shall not exclude or prevent any claim for common law fraud to the extent common law fraud is committed in connection with the delivery of the certificate delivered pursuant to clause (ii) of Section 7.2(c).
Remainder of Page Intentionally Left Blank

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     IN WITNESS WHEREOF, the Company, Parent and Merger Sub and the Holder Representative have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.
         
TRIUMPH GROUP, INC.
 
   
By:   /s/ Richard C. Ill      
Name:    Richard C. Ill     
Title:    Chairman and Chief Executive Officer     
 
VOUGHT AIRCRAFT INDUSTRIES, INC.
 
   
By:   /s/ Elmer L. Doty      
Name:    Elmer L. Doty     
Title:    President and Chief Executive Officer     
 
SPITFIRE MERGER CORPORATION
 
   
By:   /s/ Richard C. Ill      
Name:    Richard C. Ill     
Title:    President and Chief Executive Officer     
 
TC GROUP, L.L.C., solely in its capacity as the
Holder Representative hereunder
By: TCG HOLDINGS, L.L.C.
Its: Managing Member
         
     
By:   /s/ Adam J. Palmer      
Name:    Adam J. Palmer     
Title:    Managing Director     
 
Signature Page to Agreement and Plan of Merger

 


 

Exhibit 10.1
 
TRIUMPH GROUP, INC. STOCKHOLDERS AGREEMENT
Dated as of March 23, 2010
 

 


 

TABLE OF CONTENTS
         
    Page
ARTICLE I GOVERNANCE
    1  
 
       
1.1 Composition of the Board of Directors at the Closing
    1  
1.2 Composition of the Board of Directors Following Closing
    2  
1.3 Objection to Investor Designee
    3  
1.4 Veto Rights
    4  
1.5 Venture Capital Qualifying Investment
    4  
1.6 Termination of Investor Rights
    4  
 
       
ARTICLE II TRANSFERS; STANDSTILL PROVISIONS
    5  
 
       
2.1 Transfer Restrictions
    5  
2.2 Standstill Provisions
    7  
 
       
ARTICLE III NON-COMPETITION; NON-SOLICIT
    8  
 
       
3.1. Non-Competition; Non-Solicit
    8  
 
       
ARTICLE IV REPRESENTATIONS AND WARRANTIES
    11  
 
       
4.1 Representations and Warranties of the Investors
    11  
4.2 Representations and Warranties of Carlyle
    12  
4.3 Representations and Warranties of the Company
    12  
 
       
ARTICLE V REGISTRATION
    13  
 
       
5.1 Demand Registrations
    13  
5.2 Piggyback Registrations
    15  
5.3 Shelf Registration Statement
    16  
5.4 Registration Procedures
    16  
5.5 Registration Expenses
    20  
5.6 Participation in Underwritten Registrations
    20  
5.7 Suspension of Sales
    21  
5.8 Rule 144; Legended Securities
    21  
5.9 Holdback
    21  
5.10 Delay of Registration; Furnishing Information
    22  
 
       
ARTICLE VI INDEMNIFICATION
    22  
 
       
6.1 Indemnification
    22  
 
       
ARTICLE VII DEFINITIONS
    25  
 
       
7.1 Defined Terms
    25  
7.2 Terms Generally
    29  
 
       
ARTICLE VIII MISCELLANEOUS
    30  
 
       
8.1 Term
    30  
8.2 No Inconsistent Agreements
    30  
8.3 Investor Actions
    30  
8.4 Amendments and Waivers
    30  
8.5 Successors and Assigns
    30  
8.6 Severability
    30  
8.7 Counterparts
    30  
8.8 Entire Agreement
    30  
8.9 Governing Law; Jurisdiction
    31  
8.10 WAIVER OF JURY TRIAL
    31  

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    Page
8.11 Specific Performance
    31  
8.12 No Third Party Beneficiaries
    31  
8.13 Notices
    31  
 
       
Annex A Investor Ownership
       
 
       
Annex B List of Employees Subject to No-Hire
       
 
       
Annex C Covered Individuals
       

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     STOCKHOLDERS AGREEMENT, dated as of March 23, 2010 (as it may be amended from time to time, this “Agreement ”), among (i) Triumph Group,, a Delaware corporation (the “ Company ”), (ii) Carlyle Partners III, L.P., a Delaware limited partnership, Carlyle Partners II, L.P., a Delaware limited partnership, Carlyle International Partners II, L.P., a Cayman Island exempted limited partnership, Carlyle-Aerostructures Partners, L.P., a Delaware limited partnership, CHYP Holdings, L.L.C., a Delaware limited liability company, Carlyle-Aerostructures Partners II, L.P., a Delaware limited partnership, CP III Coinvestment, L.P., a Delaware limited partnership, C/S International Partners, a Cayman Island exempted limited partnership, Carlyle-Aerostructures International Partners, L.P., a Cayman Island exempted limited partnership, Carlyle-Contour Partners, L.P., a Delaware limited partnership, Carlyle SBC Partners II, L.P., a Delaware limited partnership, Carlyle International Partners III, L.P., a Cayman Island exempted limited partnership, Carlyle-Aerostructures Management, L.P., a Delaware limited partnership, Carlyle-Contour International Partners, L.P., a Cayman Island exempted limited partnership, and Carlyle Investment Group, L.P., a Delaware limited partnership (each an “Initial Investor ” and collectively, the “Initial Investors ”) and (iii) TC Group, L.L.C. (“ Carlyle ”), a Delaware limited liability company.
W I T N E S S E T H :
     WHEREAS, on the date hereof, the Company, Spitfire Merger Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub ”), Vought Aircraft Industries, Inc. (“Target ”), a Delaware corporation, and Carlyle, as the Holder Representative, have entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement ”) pursuant to which Merger Sub will be merged with and into Target (the “Merger ”) and, as soon as reasonably practicable following the Merger, Target will be merged with and into a direct wholly owned limited liability company subsidiary of the Company;
     WHEREAS, the Initial Investors will receive cash and shares (“Shares”) of common stock, par value $0.001 per share, of the Company (“Company Common Stock ”) in the Merger; and
     WHEREAS, each of the parties hereto wishes to set forth in this Agreement certain terms and conditions regarding the Investors’ ownership of the Shares.
     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
ARTICLE I
GOVERNANCE
     1.1 Composition of the Board of Directors at the Closing. At the Closing, (i) the number of directors on the Company’s board of directors (the “Board ”) shall be increased by three and (ii) the Board will appoint three Investor Designees to the Board. The initial Investor

 


 

Directors shall be (i) Adam Palmer, (ii) Elmer Doty and (iii) an individual designated by Carlyle on behalf of the Investors and approved by the Company (such approval not to be unreasonably withheld) prior to the Closing Date; provided that if any such person is unable or unwilling to serve as an Investor Director, then the Investors and the Company will agree on a mutually acceptable replacement.
     1.2 Composition of the Board of Directors Following Closing.
     (a) Following the Closing and until an Investor Rights Termination Event, subject to compliance with Section 1.2(c), at each annual or special meeting of stockholders of the Company at which directors are to be elected to the Company’s Board, the Company will nominate and use its reasonable best efforts to cause the election to the Company’s Board of a slate of directors which includes: (i) if the Investor Percentage Interest equals or exceeds 66.67% (the “First Threshold ”), three Investor Designees; (ii) if the Investor Percentage Interest is less than the First Threshold but equals or exceeds 33.33% (the “Second Threshold ”), two Investor Designees; and (iii) if the Investor Percentage Interest is less than the Second Threshold, one Investor Designee.
     (b) Subject to the last sentence of this Section 1.2(b), until the later to occur of (i) the expiration of the Standstill Period and (ii) the third anniversary of the Closing Date, each Investor agrees to cause each Share Beneficially Owned by it to be present in person or represented by proxy at all meetings of stockholders of the Company at which directors are to be elected to the Board, so that each such Share shall be counted as present for determining the presence of a quorum at such meetings and to support and cause each such Share to be voted in favor of those persons nominated by the Board or the Nominating and Corporate Governance Committee. The obligations set forth in the preceding sentence shall not apply during any period in which the Standstill Period is suspended pursuant to the terms of Section 2.2(b), provided that such obligations shall again apply from and after the date on which the Standstill Period resumes pursuant to the terms of Section 2.2(b).
     (c) The Investors shall notify the Company of the identity of the proposed Investor Designees, in writing, on or before the time such information is reasonably requested by the Board or Nominating and Corporate Governance Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about the proposed Investor Designees as shall be reasonably requested by the Board or the Nominating and Corporate Governance Committee; provided however , that in no event shall the Company require more information from the Investors regarding the proposed Investor Designees than is required for any other person nominated for election to the Board; provided further that in the event the Investors fail to provide any such notice, the persons then serving as the Investor Directors shall be deemed to be the Investor Designees for such meeting.
     (d) In the event of the death, disability, resignation or removal of an Investor Director (other than pursuant to Section 1.6), the Board will promptly appoint to the Board a replacement Investor Director designated by the Investors to fill the resulting vacancy, and such individual shall then be deemed an Investor Director for all purposes hereunder; provided that if an Investor Director is removed for cause, the replacement Investor Director will not be the same person who was removed. The Board will not remove, or recommend to the

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stockholders of the Company removal of, an Investor Director without the prior written consent of the Investors unless such Investor Director is no longer eligible for designation as an Investor Director pursuant to clause (ii) or (iii) of the first sentence of Section 1.3 hereof.
     (e) In the event an Investor Designee fails to be elected to the Board following any annual or special meeting of the stockholders at which the Investor Designee stood for election but was nevertheless not elected, (i) the Company will promptly (and in any event within two (2) Business Days of such annual or special meeting of stockholders) appoint such Investor Director to the Board either by expanding the size of the Board or causing a non-Investor Director to resign, and such individual shall then be deemed an Investor Director for all purposes hereunder, (ii) the Board will not hold any meeting or take any material action between the date and time of such annual or special meeting of stockholders and the appointment of such Investor Director as contemplated by clause (i) of this sentence, other than the actions contemplated by clause (i) of this sentence and any meeting held solely for the purpose of taking such actions, (iii) the Investors will use commercially reasonable efforts to identify within ninety (90) days a replacement Investor Designee (a “Replacement Designee ”) who is reasonably acceptable to the Board or Nominating and Corporate Governance Committee and (iv) upon identification of such Replacement Designee, Investors will use their reasonable best efforts to cause the Investor Designee appointed to the Board pursuant to clause (i) of this sentence to resign from the Board and, contemporaneously with (but subject to) such resignation, the Company will appoint such Replacement Designee to fill the vacancy on the Board caused by such resignation.
     (f) The Company will at all times provide the Investor Directors with the same rights to indemnification that it provides to the other members of the Board.
     (g) For so long as (i) the Investors are entitled to designate at least one Investor Director and (ii) Carlyle Partners III, L.P. (the “Initial VCOC Investor ”) holds Shares, the Initial VCOC Investor shall be entitled to designate one of the Investor Directors.
     1.3 Objection to Investor Designee. Notwithstanding the provisions of this Article I, the Investors will not be entitled to designate any person to the Board as of any date (or any committee thereof) pursuant to this Article I, in the event that (i) the election of such Investor Designee to the Board would cause the Company to be not in compliance with Applicable Law (other than the director independence requirements of any SRO), (ii) such Investor Designee has been the subject of a conviction or proceeding enumerated in Item 2(d) or (e) of Schedule 13D, (iii) such Investor Designee is or has been a party to a proceeding, or is subject to an order, judgment or decree, of the type enumerated in Item 401(f) of Regulation S-K in the five (5) year period preceding such date or is subject to any order, decree or judgment of any court or agency prohibiting service as a director of any public company or (iv) such Investor Designee is not reasonably acceptable to the Board or Nominating and Corporate Governance Committee; provided that for the purposes of this clause (iv) the persons specified in Section 1.1 as the initial Investor Directors shall be deemed to be acceptable to the Board and Nominating and Corporate Governance Committee for so long as this Agreement remains in effect. In any such case described in clauses (i), (ii), (iii) or (iv) of the immediately preceding sentence, the Investors will withdraw the designation of such proposed Investor Designee and designate a replacement therefor (which replacement Investor Designee will also be subject to the

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requirements of this Section 1.3). The Company will notify the Investors of any objection to an Investor Designee sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Investors to propose a replacement Investor Designee or Investor Designees, as the case may be, in accordance with the terms of this Agreement.
     1.4 Veto Rights. Until the occurrence of any Investor Rights Termination Event, without the prior consent of the Investors, except as required by Applicable Law, the Company shall not take any action to cause the amendment of, or amend, its charter or bylaws in a manner that is adverse to, or limits, any of the Investors’ rights under Article I of this Agreement or imposes restrictions on the transfer of any Shares; provided, that the foregoing shall not prohibit such amendments effected solely to increase, or to permit the increase, of the size of the Board.
     1.5 Venture Capital Qualifying Investment. The Company hereby agrees that, subject to Applicable Law, it shall (i) furnish each VCOC Investor with such financial and operating data and other information with respect to the business and properties of the Company as the Company prepares and compiles for its directors in the ordinary course and as such VCOC Investor may from time to time reasonably request and provide such VCOC Investor reasonable access to the books and records of the Company, including, without limitation, financial and operating data and (ii) permit each VCOC Investor to discuss the affairs, finances and accounts of the Company, and to make proposals and furnish advice with respect thereto, with the principal officers of the Company from time to time. The provisions of this Section 1.5 shall terminate on the earlier of (i) the date of termination of this Article I pursuant to Section 1.6, and (ii) the date on which, in each VCOC Investor’s good faith judgment, the provisions of this Section 1.5 are no longer required in order for the ownership of the Shares to qualify as a venture capital investment within the meaning of Department of Labor “plan asset” regulations. The Investors agrees to notify the Company promptly if, in each VCOC Investor’s good faith judgment, the provisions set forth in this Section 1.5 are no longer required in order for the ownership of the Shares to qualify as a venture capital investment within the meaning of Department of Labor “plan asset” regulations (a “VCOC ”).
     1.6 Termination of Investor Rights. If as of the close of any Business Day following the Closing, the Investor Percentage Interest has fallen below the First Threshold, the Investors shall promptly notify the Company and, unless otherwise consented to by a majority of the non-Investor Directors on the Board, use their reasonable best efforts to cause one Investor Director to promptly resign from the Board such that promptly following such resignation there are two Investor Directors on the Board. If as of the close of any Business Day following the Closing, the Investor Percentage Interest falls below the Second Threshold, the Investors shall promptly notify the Company and, unless otherwise consented to by a majority of the non-Investor Directors on the Board, use their reasonable best efforts to cause an additional Investor Director to promptly resign from the Board such that immediately following such resignation there is one Investor Director on the Board. Promptly upon the occurrence of any Investor Rights Termination Event all obligations of the Company pursuant to this Article I shall terminate and the Investors shall, unless otherwise consented to by a majority of the non-Investor Directors on the Board, use their reasonable best efforts to cause any and all remaining Investor Directors to resign from the Board. If, notwithstanding the reasonable best efforts of the

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Investors to cause an Investor Director to resign, such Investor Director does not resign, the Company shall call a special meeting of the stockholders of the Company for the purposes of removing such Investor Director, and each Investor agrees (a) not to object to the calling of such meeting, (b) to cause each Share Beneficially Owned by it to be present in person or represented by proxy at such special meeting and (c) to cause each such Shares to be voted in favor of the removal of such Investor Director.
ARTICLE II
TRANSFERS; STANDSTILL PROVISIONS
     2.1 Transfer Restrictions.
     (a) Without the prior written consent of the Company, no Investor shall Transfer any shares of common stock, par value $0.01 per share, of the Target (“Target Common Stock ”) between the date hereof and the Closing, other than to a Controlled Affiliate of such Investor that agrees to be bound by the provisions of this Agreement as if it were an Investor hereunder (a “ Permitted Transferee ”).
     (b) No Investor or Permitted Transferee shall Transfer any of the Shares prior to the first anniversary of the Closing Date, other than to a Permitted Transferee. In the event that prior to the first anniversary of the Closing Date, any Permitted Transferee ceases to be a Controlled Affiliate of the transferring Investor, then any prior Transfer to such Person pursuant to such exception shall become null and void and ownership and title to any such securities so Transferred shall revert to such transferring Investor. An Investor shall promptly notify the Company following any Transfer to a Permitted Transferee.
     (c) From and after the first anniversary of the Closing, the Investors shall not Transfer any Shares:
          (i) (A) in one or more transactions in which any Person or Group, to the Investor’s knowledge, purchases 2.5% or more of the outstanding shares of Company Common Stock, or (B) to any Person or Group who, to the Investor’s knowledge, after giving effect to such Transfer, would Beneficially Own 5% or more of the outstanding shares of Company Common Stock; provided , that the restriction set forth in this clause (i) shall not apply to Transfers (x) to underwriters, brokers or dealers who acquire Shares with the intent to resell or distribute such Shares through bona fide block trades; provided that the transferring Investor does not have knowledge of facts that could cause it to conclude that (I) the counterparty in such trade was not acquiring the Shares subject to such trade in the ordinary course of business without the purpose of changing or influencing the control of the Company or in connection with or as a participant in any transaction having such purpose or (II) such trade would result in any Person or Group Beneficially Owning in excess of 15% of the then outstanding shares of Company Common Stock, or (y) effected through a Public Offering pursuant to an exercise of the registration rights provided in this Agreement; or
          (ii) on any given day in an amount greater than 20% of the average daily trading volume of Company Common Stock for the 20-day period immediately

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preceding the date of such Transfer; provided that this restriction shall not apply to Public Offerings of Shares or to block trades permitted under clause (i) above.
     (d) The foregoing restrictions on Transfer may be waived with respect to any specific Transfer by the prior approval of a majority of the members of the Board who are not Investor Directors.
     (e) Any Transfer or attempted Transfer of Shares in violation of this Section 2.1 shall, to the fullest extent permitted by law, be null and void ab initio , and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of the Company.
     (f) Any certificates for Shares issued pursuant to the Merger or issued to the Investors subsequent to the Closing as a result of any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization shall bear a legend or legends (and appropriate comparable notations or other arrangements will be made with respect to any uncertificated shares) referencing restrictions on transfer of such Shares under the Securities Act and under this Agreement which legend shall state in substance:
“The securities evidenced by this certificate have been issued and sold without registration under the United States Securities Act of 1933, as amended (the “Securities Act ”), or the securities laws of any state of the United States (a “State Act ”) in reliance upon certain exemptions from registration under said acts. The securities evidenced by this certificate cannot be sold, assigned or otherwise transferred within the United States unless such sale, assignment or other transfer is (i) made pursuant to an effective registration statement under the Securities Act and in accordance with each applicable State Act or (ii) exempt from, or not subject to, the Securities Act and each applicable State Act.
The securities evidenced by this certificate are subject to restrictions on transfer set forth in a Stockholders Agreement dated March 23, 2010, among the Company and certain other parties thereto (a copy of which is on file with the Secretary of the Company).”
     (g) Notwithstanding the foregoing, the holder of any certificate(s) for Shares shall be entitled to receive from the Company new certificates for a like number of Shares not bearing such legend (or the elimination or termination of such notations or arrangements) upon the request of such holder at (i) such time as such restrictions are no longer applicable, and (ii) if required by the Company’s transfer agent, with respect to the restriction on transfer of such shares other than pursuant to a registration statement under the Securities Act, delivery of an opinion of counsel to such holder, which opinion is reasonably satisfactory in form and

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substance to such transfer agent, that the restriction referenced in such legend (or such notations or arrangements) is no longer required in order to ensure compliance with the Securities Act.
     2.2 Standstill Provisions.
     (a) During the Standstill Period, the Investors and Carlyle shall not, and shall not permit any Investment Fund, directly or indirectly, to, without the Company’s prior written consent, (i) acquire, agree to acquire, propose or offer to acquire, or facilitate the acquisition or ownership of, Company Common Stock, or securities of the Company that are convertible into Company Common Stock, in each case, that represents more than 1% of the outstanding shares of Company Common Stock other than (A) pursuant to the terms of the Merger Agreement, (B) as a result of any stock split, stock dividend, subdivision of the Company Common Stock, or other transaction or change effecting the Company Common Stock, and (C) an acquisition of Shares from an Investor, (ii) deposit any shares of Company Common Stock in a voting trust or similar arrangement or subject any shares of Company Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any shares of Company Common Stock (other than (A) to the Company or a Person specified by the Company in a proxy card provided to stockholders on or behalf of the Company or (B) to or with any other Investor), (iii) enter, agree to enter, propose or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving the Company or any of its subsidiaries, (iv) make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) to vote, or advise or knowingly influence any person with respect to the voting of, any voting securities of the Company or its subsidiaries, (v) call, or seek to call, a meeting of the stockholders of the Company or initiate any stockholder proposal for action by stockholders of the Company, (vi) form, join or in any way participate in a Group (other than with an Affiliate of Carlyle that is bound by the restrictions of this Section 2.2(a)), with respect to any voting securities of the Company, (vii) otherwise act, alone or in concert with others, to seek to Control or influence the management or the policies of the Company, (viii) publicly disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing (provided that this Section 2.2(a) shall in no way limit the activities of any Investor Director taken in good faith solely in his or her capacity as a director of the Company or limit or restrict the right or ability of any Investor to exercise its rights under this Agreement (including, without limitation, the right to Transfer shares of Company Common Stock as permitted under Section 2.1) or the exercise by any Investor of its right to vote shares of Company Common Stock with respect to any matter (other than as set forth in clauses (i) (iv) or (vi) above)); provided that no public announcement is made by such Investor with respect to the manner in which such Investor intends to vote such shares with respect to any matter). The Investors and Carlyle further agree, during the Standstill Period, that the Investors and Carlyle shall not, and shall not permit any Investment Fund (nor any Person acting on behalf of or in concert with any such persons) to, without the written consent of the Company, (x) request the Company, directly or indirectly, to amend or waive any provision of this Section 2.2 (including this sentence) or (y) take any action that such person reasonably believes will require the Company to make a public announcement regarding the possibility of a business combination, merger or other type or transaction described in this Section 2.2; provided that this sentence shall in no way limit the

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activities of any Investor Director taken in good faith solely in his or her capacity as a director of the Company. Notwithstanding any provision hereof to the contrary, the restrictions set forth in this Section 2.2(a) shall not apply to any Investment Fund to the extent neither Carlyle nor Carlyle Investment Management, L.L.C., directly or indirectly, possesses the legal power and authority to prevent such Investment Fund from taking the actions prohibited by this Section 2.2(a).
     (b) “Standstill Period” shall mean the period from the Closing Date until the later of (i) the date on which there are no Investor Directors on the Board and (ii) the first date on which the Investors and their Affiliates no longer Beneficially Own shares of Company Common Stock representing 10% or more of the outstanding shares of Company Common Stock; provided that, if (A) the Standstill Period expires prior to an Investor Rights Termination Event, and (B) prior to the occurrence of an Investor Rights Termination Event, an Investor Director is subsequently elected or appointed to the Board, the Standstill Period shall resume and the restrictions of Section 2.2(a) shall apply, from and after the date that such Investor Director is elected or appointed to the Board until the next date on which there are no Investor Directors on the Board. In addition, the Standstill Period shall be suspended, and the restrictions of Section 2.2(a) shall not apply, during any period (each such period, a “Suspension Period ”) in which the Company is in material breach of its obligations under Article I of this Agreement; provided , further , that the Standstill Period shall resume and the restrictions of Section 2.2(a) shall apply, from and after termination of any Suspension Period by reason of a cure of the material breach giving rise to such Suspension Period (and any subsequent material breach occurring during the Suspension Period) if the Board did not hold any meeting or take any material action during such Suspension Period, other than actions necessary to cure any such material breach.
     (c) The restrictions contained in Section 2.2(a) shall not apply to any hedge fund managed by the Investors or Carlyle if no Person participating in the investment or voting decisions with respect to Company Common Stock or securities convertible into Company Common Stock held or acquired by such hedge fund has been provided access to any confidential information with respect to the Company by employees of Carlyle or the Investors; provided that the purpose of any such action taken by any such hedge fund is not to avoid the provisions of Section 2.2(a) and that such hedge fund is not acting in concert with other funds subject to the restrictions of Section 2.2(a).
ARTICLE III
NON-COMPETITION; NON-SOLICIT
     3.1 Non-Competition; Non-Solicit.
     (a) In order to induce the Company to enter into the transactions contemplated by this Agreement and the Merger Agreement, except as provided in Section 3.1(b), from the Closing Date until the date that is two (2) years following the Closing Date (the “Non-Compete Period ”), neither Carlyle nor any of its Investment Funds shall acquire beneficial ownership of 15% or more of the outstanding voting securities of any entity that is primarily engaged in a Competing Business (any such acquisition, a “Covered Acquisition ”).

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     (b) In the event that Carlyle or any Investment Fund desires to pursue any Covered Acquisition during the Non-Compete Period, Carlyle may notify the Chief Executive Officer (“ CEO ”) of the Company, which notification will include the name of the target business or entity in question (the “Target Business ”) and the type of investment Carlyle or any Investment Fund is considering in the Target Business. Following such notification, if requested by the CEO of the Company, representatives of Carlyle will meet with the CEO of the Company to discuss the Target Business and work with the Company in good faith to evaluate the acquisition of the Target Business as an opportunity for the Company. If (i) the CEO of the Company informs Carlyle that the Company does not intend to pursue the Covered Acquisition, (ii) the CEO of the Company does not inform Carlyle that the Company intends to pursue the Covered Acquisition within thirty days of Carlyle’s notification of the CEO of the Company of its desire to effect the Covered Acquisition in question or (iii) the CEO of the Company notifies Carlyle that the Company intends to pursue the Covered Acquisition within thirty days of Carlyle’s notification of the CEO of the Company of its desire to effect the Covered Acquisition in question but the Company subsequently ceases to pursue the Covered Acquisition in good faith, Carlyle and/or one or more of its Investment Funds will be permitted to effect the Covered Acquisition, notwithstanding the restrictions set forth in Section 3.1(a); provided , that if Carlyle and/or one or more of its Investment Funds effect a Covered Acquisition of a Target Business with annual revenues in excess of $500,000,000, simultaneously with the consummation of the Covered Acquisition, Carlyle’s rights under Article I hereof will automatically terminate and if so requested by the CEO of the Company, (A) Carlyle will cause each Investor Designee to resign from the Board and (B) Carlyle will work with the Company in good faith to reach a mutually acceptable arrangement providing for implementation of an orderly sale of the shares of Company Common Stock held by Carlyle and/or its Investment Funds.
     (c) During the Non-Compete Period, (i) neither Carlyle nor any Investment Fund will compete with Target or any Subsidiary of Target with respect to the scope of work currently performed by Target or any of its Subsidiaries on any aircraft program which scope of work is, on the date hereof, under contract to, or being performed pursuant to a purchase order in effect by, the Target or any of its Subsidiaries and (ii) Carlyle will cause its Controlled Affiliates not to compete with Target or any Subsidiary of Target with respect to the scope of work currently performed by Target or any of its Subsidiaries on any aircraft program which scope of work is, on the date hereof, under contract to, or being performed pursuant to a purchase order in effect by, the Target or any of its Subsidiaries, except to the extent compliance with this clause (ii) would be inconsistent with the exercise of the fiduciary duties of Carlyle or any Investment Fund or the exercise of the fiduciary duties of any person serving as a representative or designee of Carlyle or any Investment Fund on the board of directors or similar governing body of any Controlled Affiliate of Carlyle.
     (d) From the Closing Date until December 31, 2011 (the “Non-Solicit Period”), Carlyle will not, and it shall cause its Controlled Affiliates not to, directly or indirectly solicit for employment or employ any person set forth on Annex B ; provided that, media advertising not targeted at employees of the Company or the use of an independent search firm that contacts employees of the Target (other than at the direction of Carlyle or its Controlled Affiliates) shall not be deemed to be direct or indirect solicitations; provided further that, during the Non-Solicit Period, notwithstanding the foregoing proviso, in no event shall Carlyle or its Controlled Affiliates hire any person set forth on Annex B unless such person’s employment has

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been terminated by the Company following the Closing. The restrictions contained in this Section 3.1(c) shall not apply to the activities of any direct or indirect portfolio companies of Investment Funds who have not received from Carlyle any confidential information relating to the Target, the Company or their respective Affiliates, so long as neither Carlyle nor its Investment Funds encourage or induce such portfolio companies to take any of the actions prohibited by this Section 3.1(c) (it being understood that no portfolio company will be deemed to have received any such confidential information from Carlyle solely due to the fact that an employee of Carlyle who has received access to such confidential information serves on the board of directors or similar governing body of such portfolio company; provided that such employee does not provide such confidential information to the officers or employees or other non-Carlyle directors of such portfolio company. Notwithstanding the foregoing, neither (x) service by the individuals listed on Annex C (the “Covered Individuals ”) as a designee of Carlyle or one of its Controlled Affiliates on the board of directors of any portfolio company (or solicitation by Carlyle or its Controlled Affiliates of such Covered Individuals to provide such service) or (y) the rendering of consulting services to Carlyle or one of its Controlled Affiliates by a Covered Individual from time to time in a manner that does not interfere with such Covered Individual’s fulfillment of duties to the Company or any of its Subsidiaries (or solicitation by Carlyle or its Controlled Affiliates of such Covered Individuals to provide such service) shall be a violation of this Section 3.1(d).
     (e) It is the intent of the parties to this Agreement that the provisions of this Section 3.1 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 3.1 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion in the particular jurisdiction in which such adjudication is made.
     (f) The parties acknowledge that damages and remedies at law for any breach of this Section 3.1 would be inadequate and that the Company shall be entitled to specific performance and other equitable remedies (including an injunction) and such other relief as a court or tribunal may deem appropriate in addition to any other remedies the Company may have in the event of a breach of this Section 3.1. Notwithstanding any provision hereof to the contrary, the restrictions set forth in this Section 3.1 shall not apply to any Investment Fund or Controlled Affiliate of Carlyle to the extent neither Carlyle nor Carlyle Investment Management, L.L.C. possesses the legal power and authority to prevent such Investment Fund or Controlled Affiliate from taking the actions prohibited by this Section 3.1.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
     4.1 Representations and Warranties of the Investors. Each of the Investors, on behalf of itself and not any other Investor, hereby represents and warrants to the Company as follows:
     (a) Such Investor is the sole record and Beneficial Owner of the number of shares of Target Common Stock listed on Annex A opposite such Investor’s name and such shares constitute all of the shares of capital stock of the Company owned of record or Beneficially Owned by such Investor.
     (b) Such Investor has been duly formed, is validly existing and is in good standing under the laws of its state of organization. Such Investor has all requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
     (c) The execution and delivery by such Investor of this Agreement, the performance by such Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby (assuming that the consents, approvals and filings referred to in Section 3.4 of the Merger Agreement are duly obtained and/or made) do not and will not conflict with, violate any provision of, or require the consent or approval of any Person under, Applicable Law, the organizational documents of such Investor or any contract or agreement to which such Investor is a party.
     (d) The execution, delivery and performance of this Agreement by such Investor has been duly authorized by all necessary corporate action on the part of such Investor. This Agreement has been duly executed and delivered by such Investor and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
     (e) Such Investor: (i) is acquiring the Shares for its own account, solely for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (ii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor has requested, received, reviewed and considered all information that such Investor deems relevant in making an informed decision to invest in the Shares and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to such Investor’s satisfaction. Such Investor understands that the Company is relying on the statements contained herein to establish

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an exemption from registration under the Securities Act and under state securities laws and acknowledges that the Shares are not registered under the Securities Act or any other applicable law and that such shares may not be Transferred except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom.
     4.2 Representations and Warranties of Carlyle. Carlyle hereby represents and warrants to the Company as follows:
     (a) Carlyle is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization. Carlyle has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
     (b) The execution and delivery by Carlyle of this Agreement, the performance of the obligations of Carlyle under this Agreement and the consummation of the transactions contemplated hereby (assuming that the consents, approvals and filings referred to in Section 3.4 of the Merger Agreement are duly obtained and/or made) do not and will not conflict with, violate any provision of, or require any consent or approval of any Person under, Applicable Law, the organizational documents of Carlyle or any contract or agreement to which Carlyle is a party.
     (c) The execution, delivery and performance of this Agreement by Carlyle has been duly authorized by all necessary corporate action on the part of Carlyle. This Agreement has been duly executed and delivered by Carlyle and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of Carlyle, enforceable against Carlyle in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
     4.3 Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors and the Holder Representative as follows:
     (a) The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
     (b) The execution and delivery by the Company of this Agreement, the performance of the obligations of the Company under this Agreement and the consummation of the transactions contemplated hereby (assuming that the consents, approvals and filings referred to in Section 4.4 of the Merger Agreement are duly obtained and/or made) do not and will not conflict with, violate any provision of, or require any consent or approval of any Person under, Applicable Law, the organizational documents of the Company or any contract or agreement to which the Company is a party.
     (c) The execution, delivery and performance of this Agreement by the Company has been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due

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authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
ARTICLE V
REGISTRATION
     5.1 Demand Registrations.
     (a) Requests for Registration. Subject to Section 5.1(b), at any time following the first anniversary of the date hereof, an Investor or Investors may request in writing, that the Company effect the registration (which, for avoidance of doubt, may be a Shelf Registration) of all or any part of the Registrable Securities held by such Investor or Investors (a “Registration Request ”) (which Registration Request shall specify the number of Registrable Securities intended to be registered and the intended method of distribution). Promptly after its receipt of any Registration Request, the Company will give written notice of such request to all other holders of Registrable Securities (which notice shall be given in any event within five (5) Business Days of the date on which the Company received the applicable Registration Request) and will use its reasonable best efforts to register, as soon as practicable (and in any event within sixty (60) days of the date of such Registration Request) in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered in the Registration Request or by any other holders of Registrable Securities by written notice to the Company given within ten (10) Business Days after the date the Company has given such holders of Registrable Securities notice of the Registration Request. Any registration requested by an Investor or Investors pursuant to this Section 5.1(a) is referred to in this Agreement as a “ Demand Registration .”
     (b) Limitation on Demand Registrations.
          (i) The Company shall not be required to (A) effect more than five (5) Demand Registrations or underwritten takedown under the Shelf Registration Statement, (B) effect more than one (1) Demand Registration or underwritten takedown under the Shelf Registration Statement within any six (6) month period, (C) effect a Demand Registration or underwritten takedown under the Shelf Registration Statement unless the expected gross proceeds of the offering of Registrable Securities to be included in such Demand Registration or underwritten takedown are at least $50 million or (D) cause any Demand Registration to become effective prior to the first (1st) anniversary of the Closing Date. No Demand Registration or underwritten takedown will count for the purposes of the limitations in this Section 5.1(b) unless the registration has been declared or ordered effective by the Commission and remains continuously effective until (A) in the case of a Shelf Registration, the earlier of (i) three years after its effective date, (ii) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration and (iii) the first date on which no Registrable Securities remain outstanding and (B) in the case of a registration statement that does not relate to a Shelf Registration, the earlier of (x) date on which all Registrable Securities covered thereby have been sold pursuant to such registration (or if earlier, the first date on which no Registrable Securities

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remain outstanding) and (y) the close of business on the 180th day after such registration has been declared or ordered effective by the Commission.
          (ii) The Company also shall not be required to effect any Demand Registration if the Company has notified the Investor or Investors making the Registration Request that, in the good faith judgment of the Company, it would be materially detrimental to the Company for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than forty-five (45) days after receipt of the request of the Investor or Investors; provided that such right to delay a request pursuant to this Section 5.1(b)(ii) or Section 5.3(b) shall be exercised by the Company not more than three periods in any twelve (12) month period and not more than ninety days in the aggregate in such twelve (12) month period. If the Company postpones the filing of a prospectus or the effectiveness of a Registration Statement pursuant to this Section 5.1(b)(ii), an Investor or Investors will be entitled to withdraw its or their Registration Request and, if such request is withdrawn, such registration request will not count for the purposes of the limitation set forth in this Section 5.1(b).
     (c) Selection of Underwriters.
          (i) The lead underwriter to administer the offering in connection with any Demand Registration will be chosen by the Investors subject to the prior written consent, not to be unreasonably denied, withheld, conditioned or delayed, of the Company.
          (ii) The right of any holders of Registrable Securities to registration pursuant to this Section 5.1 will be conditioned upon such holders of Registrable Securities agreeing to the method of distribution being proposed by the Investor requesting such Demand Registration and, in the case of an underwritten offering, agreeing to such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting, and, in the case of an underwritten offering, each such holder of Registrable Securities will (together with the Company and the other holders of Registrable Securities distributing their securities through such underwriting) enter into an underwriting agreement in the form approved by the Investors with the underwriter or underwriters selected for such underwriting.
     (d) Priority on Demand Registrations. The Company will not include in any Demand Registration pursuant to this Section 5.1 any shares of Company Common Stock that are not Registrable Securities, without the prior written consent of the Investor who delivered the Registration Request. If the managing underwriter advises the Company that in its reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other shares of Company Common Stock requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company will include in such offering only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, Registrable Securities of the Investors, pro rata on the basis of the aggregate number of Registrable Securities owned by all holders of

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Registrable Securities who have delivered written requests for registration pursuant to Section 5.1(a), (ii) any shares of Company Common Stock to be sold by the Company and (iii) any shares of Company Common Stock requested to be included pursuant to the exercise of other contractual registration rights granted by the Company pro rata among such holders (if applicable) on the basis of the aggregate number of securities requested to be included by such holders.
     5.2 Piggyback Registrations.
     (a) Right to Piggyback. Whenever the Company proposes to register any shares of Company Common Stock (or securities convertible into or exercisable for shares of Company Common Stock) in connection with a Public Offering solely for cash, other than pursuant to a Demand Registration or a Special Registration, and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Section 5.2(c), will include in such registration all Registrable Securities which are permitted to be Transferred pursuant to Section 2.1 with respect to which the Company has received written requests for inclusion therein within fifteen Business Days after the date of the Company’s notice (a “Piggyback Registration ”). Any holder of Registrable Securities that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the fifteenth (15th) Business Day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 5.2 prior to the effectiveness of such registration, whether or not any holder of Registrable Securities has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 5.5 the Company will have no liability to any holder of Registrable Securities in connection with such termination or withdrawal.
     (b) Underwritten Registration. If the registration referred to in Section 5.2(a) is proposed to be underwritten, the Company will so advise the holders of Registrable Securities. In such event, the right of any holder of Registrable Securities to registration pursuant to this Section 5.2 will be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting, and each such holder of Registrable Securities will (together with the Company and the other holders of Registrable Securities and other holders of securities distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company.
     (c) Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number that can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share

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offering price), which securities will be so included in the following order of priority: (i) first, the shares of Company Common Stock the Company proposes to sell, (ii) second, Registrable Securities of any holders of Registrable Securities who have requested registration of Registrable Securities pursuant to Section 5.2(a), pro rata on the basis of the aggregate number of such securities or shares owned by each such holder of Registrable Securities and (iii) third, any shares of Company Common Stock requested to be included pursuant to the exercise of other contractual registration rights granted by the Company pro rata among such holders (if applicable) on the basis of the aggregate number of securities requested to be included by such holders.
     5.3 Shelf Registration Statement.
     (a) Subject to Section 5.3(b), not later than the first anniversary of the Closing Date, the Company shall file with the Commission either (i) a Shelf Registration Statement or (ii) pursuant to Rule 424(b) under the Securities Act, a prospectus supplement that shall be deemed to be part of an existing Shelf Registration Statement in accordance with Rule 430B under the Securities Act, in each case relating to the offer and sale of all of the Registrable Securities (the “Shelf Registration ”). The Company shall, if such Shelf Registration Statement is not automatically effective, use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as possible after filing. The Company shall amend or supplement such Shelf Registration Statement to include additional Registrable Securities at such time as the Transfer of such Registrable Securities is permitted pursuant to Section 2.1(a). The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to remain effective, including by filing a replacement Shelf Registration Statement upon the expiration of the original Shelf Registration Statement until such time as there are no remaining Registrable Securities, and subject to the limitation on underwritten takedowns set forth in Section 5.1(b)(i), amend the Shelf Registration Statement from time to time as requested by the holders of Registrable Securities to permit disposition of Registrable Securities pursuant thereto in accordance with the preferred method of distribution of Shares under the Shelf Registration Statement of such holders.
     (b) The Company shall not be required to file the Shelf Registration Statement if the Company has notified the holders of Registrable Securities that, in the good faith judgment of the Company, it would be materially detrimental to the Company for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than forty-five (45) days.
     5.4 Registration Procedures. Subject to Section 5.1(b), whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to Sections 5.1 or 5.2 of this Agreement and with respect to a Shelf Registration, the Company will use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities as soon as reasonably practicable in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall use its reasonable best efforts to as expeditiously as reasonably practicable:
     (a) With respect to a Demand Registration or a Piggyback Registration, prepare and file with the Commission a registration statement with respect to such

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Registrable Securities (which, for the avoidance of doubt, may be a Shelf Registration) and use its reasonable best efforts to cause such registration statement to become effective, or prepare and file with the Commission a prospectus supplement with respect to such Registrable Securities pursuant to an effective registration statement and, upon the request of the holders of a majority of the Registrable Securities registered hereunder, keep such registration statement effective or such prospectus supplement current, until (i) in the case of a Shelf Registration (other than the Shelf Registration Statement described in Section 5.3), the earlier of (A) three years after the effective date, (B) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration and (C) the first date on which no Registrable Securities remain outstanding) and (ii) in the case of any registration statement not related to a Shelf Registration, the earlier of (A) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration, (B) the first date on which no Registrable Securities remain outstanding and (C) the close of business on the 180th day after such registration has been declared or ordered effective by the Commission;
     (b) Prepare and file with the Commission such amendments and supplements to the applicable registration statement and the prospectus or prospectus supplement used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (a);
     (c) Furnish to the holders of Registrable Securities such number of copies of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;
     (d) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities, blue sky or other laws of such jurisdictions as shall be reasonably requested by the holders of Registrable Securities, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such holder of Registrable Securities; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
     (e) Enter into customary agreements (including, if permitted hereunder, if the method of distribution is by means of an underwriting, an underwriting agreement in customary form with the managing underwriter(s) of such offering) and take such other actions (including participating in and making documents available for the due diligence review of underwriters if the method of distribution is by means of an underwriting) as are reasonably required in order to facilitate the disposition of such Registrable Securities. Each holder of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under such underwriting agreement;

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     (f) With respect to a Demand Registration, at the reasonable request of the Investor who delivered the Registration Request, cause its senior executives to participate, at the Company’s expense, in customary investor presentations and “road shows” (to be scheduled in a collaborative manner so as not to unreasonably interfere with the conduct of the business of the Company);
     (g) Notify each holder of Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the applicable prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
     (h) Make such representations and warranties to the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in an underwritten Public Offering and deliver such documents and certificates as may be reasonably requested by the managing underwriter, if any, to evidence compliance with the foregoing and with any customary conditions contained in the applicable underwriting agreement entered into by the Company;
     (i) Use its commercially reasonable efforts to furnish to the managing underwriter, if any, (i) an opinion of outside legal counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten Public Offering, addressed to the underwriters, and (ii) a “comfort letter” from the independent registered public accountants of the Company addressed to underwriters, if any, in form and substance as is customarily given by independent registered public accountants to underwriters in an underwritten Public Offering;
     (j) Give written notice to the holders of Registrable Securities:
          (i) when any Registration Statement relating to such registrations or any amendment thereto has been filed with the Commission and when such registration statement or any post-effective amendment thereto has become effective;
          (ii) of any request by the Commission for amendments or supplements to any registration statement filed in connection therewith or the prospectus included therein or for additional information;
          (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any registration statement filed in connection therewith or the initiation of any proceedings for that purpose;
          (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Company Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

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          (v) of the happening of any event that requires the Company to make changes in any effective registration statement filed in connection therewith or the prospectus related to the registration statement in order to make the statements therein not misleading (which notice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made).
     (k) Use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any registration statement referred to in Section 5.4(j)(iii) at the earliest practicable time;
     (l) Upon the occurrence of any event contemplated by Section 5.4(j)(v) above, promptly prepare a post-effective amendment to such registration statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the holders of Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the holders of Registrable Securities in accordance with Section 5.4(j)(v) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the holders of Registrable Securities shall suspend use of such prospectus and use their commercially reasonable efforts to return to the Company all hard copies of such prospectus (at the Company’s expense) other than permanent file copies then in such holder’s possession, and the period of effectiveness of such registration statement provided for above shall be extended by the number of days from and including the date of the giving of such notice to the date holders of Registrable Securities shall have received such amended or supplemented prospectus pursuant to this Section 5.4(l);
     (m) Use its reasonable best efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the holders of Registrable Securities or the underwriters;
     (n) If requested by the managing underwriter or a holder of Registrable Securities being sold in connection with an underwritten offering, promptly incorporate in a supplement or post-effective amendment such information as the managing underwriter and the holders of a majority of Registrable Securities being sold agree should be included therein relating to the sale of the Registrable Securities, including, without limitation, information with respect to the number of shares of Registrable Securities being sold to underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such underwritten offering, and make all required filings of such supplement or post-effective amendment as soon as notified of the matters to be incorporated in such supplement or post-effective amendment;
     (o) Cooperate with the selling holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold and cause such Registrable Securities to be in such denominations and registered in such names as the managing

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underwriter may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities to the underwriters;
     (p) Use its reasonable best efforts to cause all Registrable Securities covered by the applicable registration statement to be listed on the New York Stock Exchange;
     (q) Use its reasonable best efforts to provide a CUSIP number for all Registrable Securities not later than the effective date of the applicable registration statement;
     (r) Following reasonable advance notice, make available for inspection by representatives of the holders of a majority of the Registrable Securities being sold, any underwriter participating in any disposition pursuant to the applicable registration statement, and any attorney or accountant retained by such holders (but not more than one firm of counsel and one firm of accountants to such holders) or any such underwriter, all relevant financial and other records and pertinent corporate documents and information of the Company, as shall be reasonably requested in connection with the applicable registration and customary for similar due diligence examinations by underwriters, and cause the Company’s officers, directors and employees to supply such information during normal business hours at the offices where such information is normally kept; and
     (s) Otherwise use its reasonable best efforts to comply with all rules and regulations of the Commission applicable to the Company in connection with such registration, and make generally available to the Company’s securityholders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, (A) covering the 12-month period commencing at the end of the fiscal quarter in which the applicable registration statement becomes effective, within ninety (90) days of the end of such 12-month period, and (B) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the applicable registration statement, which statements shall cover such 12-month period.
     5.5 Registration Expenses. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the holders of the Shares so registered pro rata on the basis of the aggregate offering or sale price of the Shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 5.1, the request of which has been subsequently withdrawn by the requesting Investor, unless the withdrawal was of the type described in the last sentence of Section 5.1(b)(ii). If the Investors and/or the holders of Registrable Securities are required to pay Registration Expenses pursuant to the immediately preceding sentence, such expenses shall be borne by the Investors or the holders of Registrable Securities requesting such registration in proportion to the number of Registrable Securities for which registration was requested.
     5.6 Participation in Underwritten Registrations. No holder of Registrable Securities may participate in any registration hereunder that is underwritten unless such holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor who delivered the Registration Request, in the case of a

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registration effected pursuant to Section 5.1 or Section 5.3, or the Company, in the case of a registration effected pursuant to Section 5.2 (including, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such holder’s failure to so cooperate, will not constitute a breach by the Company of this Agreement).
     5.7 Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, each holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until the holder of Registrable Securities has received copies of a supplemented or amended prospectus or prospectus supplement, or until such holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, such holder shall deliver to the Company (at the Company’s expense) all hard copies, other than permanent file copies then in such holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any twelve-month period shall not exceed the excess of ninety (90) days less the number of days in such twelve-month period that the Company has delayed effecting a registration in reliance on the last sentence of Section 5.1.
     5.8 Rule 144; Legended Securities. The Company will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, with a view to enabling such holder of Registrable Securities to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information requirements.
     5.9 Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each holder of Registrable Securities agrees that if requested by the underwriters managing any underwritten offering by the Company of shares of Company Common Stock or any securities convertible into or exchangeable or exercisable for shares of Company Common Stock, such holder shall (whether or not such holder is participating in such offering) agree not to (other than pursuant to such underwritten offering) Transfer any Company Common Stock, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters during the period specified by the managing underwriters which period shall not exceed ten (10) days prior or ninety (90) days following any

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registered offering of such securities by the Company; provided that, the Company and all of its executive officers and directors shall have likewise agreed with such underwriters and the holders of Registrable Securities not to issue or Transfer any shares of Company Common Stock or any securities convertible into or exchangeable or exercisable for shares of Company Common Stock during such period pursuant to an agreement that is substantially identical to the lock-up agreement to be signed by the holders of Registrable Securities, which agreement may not be waived or amended without the consent of the holders of Registrable Securities, except any waiver applicable to any executive officer of the Company that is applied equally to the holders of Registrable Securities. This Section 5.9 shall not apply to any offering by the Company effected during the period following receipt by the Company of any Registration Request for a Demand Registration until the earlier of (A) thirty (30) days after the date on which the registration statement filed pursuant to such Registration Request is declared effective and (B) the date on which all securities covered by such registration statement have been sold pursuant thereto.
     5.10 Delay of Registration; Furnishing Information.
     (a) No holder of Registrable Securities shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration as the result of any controversy that might arise with respect to the interpretation or implementation of Section 5.2.
     (b) No holder of Registrable Securities shall use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent of the Company.
     (c) It shall be a condition precedent to the obligations of the Company to file any registration statement pursuant to Section 5.1 that the selling holders of Registrable Securities shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities reasonably requested by the Company to the extent such information is necessary to effect the registration of their Registrable Securities.
ARTICLE VI
INDEMNIFICATION
     6.1 Indemnification.
     (a) The Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors and managers and each Person who is a controlling Person of such holder of Registrable Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being referred to herein as a “Covered Person ”) against, and pay and reimburse such Covered Persons for, any losses, claims, damages, liabilities, joint or several, to which such Covered Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained or incorporated

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by reference in any Registration Statement, prospectus or preliminary prospectus used to register Registrable Securities pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will pay and reimburse such Covered Persons for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable to a Covered Person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or any document incorporated by reference therein, in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein, or arises out of or is based on such holder’s failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with copies thereof.
     (b) In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and will indemnify and hold harmless the Company, its directors and officers, each underwriter and any Person who is or might be deemed to be a controlling person of the Company, any of its subsidiaries or any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities, joint or several, to which the Company or any such director, officer, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such director, officer, underwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided that the obligation to indemnify and hold harmless will be individual and several to each holder of Registrable Securities and will be limited to the net proceeds received by such holder from the sale of Registrable Securities pursuant to such Registration Statement.
     (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission to so

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notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any other legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoing, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless the indemnifying party and the indemnified party shall have mutually agreed to the contrary or the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding, be liable for the fees and expenses of more than one separate firm (in addition to any one firm of local counsel for each jurisdiction) retained by the indemnified persons for all indemnified persons and that all such fees and expenses of such separate counsel shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably denied, withheld, conditioned or delayed, but if settled with such consent or if there be a judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
     (d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the registration and sale of any securities by any Person entitled to any indemnification hereunder and the expiration or termination of this Agreement.
     (e) If the indemnification provided for in Section 6.1(a) or Section 6.1(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements

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or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relevant fault of the indemnifying party and the indemnified party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount any holder of Registrable Securities will be obligated to contribute pursuant to this Section 6.1(e) will be limited to an amount equal to the net proceeds to such holder of Registrable Securities sold pursuant to the Registration Statement that gives rise to such obligation to contribute (less the aggregate amount of any damages that the holder of Registrable Securities has otherwise been required to pay in respect of such loss, claim, damage, liability or action or any substantially similar loss, claim, damage, liability or action arising from the sale of such Registrable Securities). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE VII
DEFINITIONS
     7.1 Defined Terms. Capitalized terms when used in this Agreement have the following meanings:
Affiliate” means, with respect to any Person, any Person who directly or indirectly Controls, is Controlled by, or is under common Control with the specified Person.
Agreement” has the meaning set forth in the preamble.
Applicable Law” means all applicable provisions of (i) constitutions, statutes, laws, rules, regulations, ordinances, codes or orders of any Governmental Entity, and (ii) any orders, decisions, injunctions, judgments, awards, decrees of or agreements with any Governmental Entity.
Beneficially Own” with respect to any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act without giving effect to the 60-day limitation on determining beneficial ownership contained in Rule 13d-3(d)), including pursuant to any agreement, arrangement or understanding, whether or not in writing.
Board” has the meaning set forth in Section 1.1.
Business Day” means any day on which banks are not required or authorized to close in the City of New York.
Closing” has the meaning set forth in the Merger Agreement.
Closing Date” has the meaning set forth in the Merger Agreement.

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Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act.
Company” has the meaning set forth in the preamble.
Company Common Stock” has the meaning set forth in the recitals.
Competing Business” shall mean the business of designing, manufacturing and assembling large, complex aerostructures for commercial or military aircraft, which, for avoidance of doubt, does not include engaging in such activities as part of a business of designing, assembling, manufacturing or selling complete or finished aircraft.
Control” means the possession directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
Controlled Affiliate” means any Affiliate of the specified Person that is, directly or indirectly, Controlled by the specified Person.
Covered Person” has the meaning set forth in Section 6.1(a).
Demand Registration” has the meaning set forth in Section 5.1(a).
Exchange Act” means the Securities Exchange Act of 1934, as amended.
First Threshold” has the meaning set forth in Section 1.2(a).
Governmental Entity” means any foreign, federal or state government, or regulatory or enforcement authority of any such government or any court, administrative agency or commission or other authority or instrumentality of any such government or any SRO.
Group” has the meaning assigned to such term in Section 13(d)(3) of the Exchange Act.
Holder Representative” has the meaning set forth in the Merger Agreement.
Initial Investor” and “Initial Investors” have the meaning set forth in the preamble.
Initial VCOC Investor” has the meaning set forth in Section 1.2(g).
Investment Fund” means any investment fund or separate investment account that is managed by the Investors, Carlyle or Carlyle Investment Management, L.L.C.
Investor” and “Investors” means (i) the Initial Investors and (ii) any Permitted Transferee that is Transferred Shares after the Closing Date in compliance with the terms of this Agreement.
Investor Designees” means individuals designated in writing by the Investors for election or appointment to the Board. The term “Investor Designee” shall refer to any of the Investor Designees.

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Investor Director” means an Investor Designee who has been elected or appointed to the Board.
Investor Percentage Interest” means the percentage calculated by dividing (x) the number of Shares that are as of the date of such calculation Beneficially Owned by the Investors and their Permitted Transferees, in the aggregate, by (y) the number of Shares received by the Investors pursuant to the Merger.
Investor Rights Termination Event” shall be deemed to occur if, as of the end of any Business Day following the Closing Date, the Investors Beneficially Own less than 5% of the then issued and outstanding shares of Company Common Stock.
Merger” has the meaning set forth in the recitals.
Merger Agreement” has the meaning set forth in the recitals.
Merger Sub” has the meaning set forth in the recitals.
Nominating and Corporate Governance Committee” means the Nominating and Corporate Governance Committee of the Company or any such successor or replacement committee.
Non-Solicit Period” has the meaning set forth in Section 3.1(c).
Permitted Transferee” has the meaning set forth in Section 2.1(a).
Person” means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization or a government or department or agency thereof.
Piggyback Registration” has the meaning set forth in Section 5.2(a).
Public Offering” means a public offering of equity securities of the Company pursuant to an effective Registration Statement under the Securities Act (other than a Special Registration).
Register,” “registered” and “registration” shall refer to a registration effected by preparing and (i) filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such registration statement or (ii) filing a prospectus and/or prospectus supplement in respect of an appropriate effective registration statement on Form S-3.
Registrable Securities” means the Shares held by the Investors; provided that the Shares shall cease to be Registrable Securities when (i) they are sold pursuant to an effective registration statement under the Securities Act, (ii) they are sold pursuant to Rule 144 under the Securities Act or (iii) they shall have ceased to be outstanding.

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Registration Expenses” means all expenses incurred by the Company in effecting any registration pursuant to this Agreement, including, all registration and filing fees, Financial Industry Regulatory Authority, Inc. fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses and expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration, but shall not include Selling Expenses.
Registration Request” has the meaning set forth in Section 5.1(a).
Registration Statement” means the prospectus and other documents filed with the Commission to effect a registration under the Securities Act.
Second Threshold” has the meaning set forth in Section 1.2(a).
Securities Act” means the Securities Act of 1933, as amended.
Selling Expenses” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder, fees and disbursements of counsel for any holder of Registrable Securities and any Registration Expenses required by Applicable Law to be paid by a selling stockholder.
Shares” shall have the meaning set forth in the recitals and shall also be deemed to refer to any securities issued in respect of the shares of Company Common Stock received by the Investors in the Merger, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.
Shelf Registration” has the meaning set forth in Section 5.3.
Shelf Registration Statement” means a Registration Statement on Form S-3 (or any successor or similar provision) or any similar short-form or other appropriate Registration Statement that may be available at such time, in each case for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (or any successor or similar provision) under the Securities Act covering Registrable Securities. To the extent that the Company is a “well-known seasoned issuer” (as such term is defined in Rule 405 (or any successor or similar rule) of the Securities Act), a “Shelf Registration Statement” shall be deemed to refer to an “automatic shelf registration statement,” as such term is defined in Rule 405 (or any successor or similar rule) of the Securities Act.
Special Registration” means the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or any successor or similar forms) or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants or sales agents, distributors or similar representatives of the Company or its direct or indirect subsidiaries or in connection with dividend reinvestment plans.

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SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Exchange Act, or (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market and (iii) any other securities exchange.
Standstill Period” has the meaning set forth in Section 2.2(b).
Suspension Period” has the meaning set forth in Section 2.2(b).
Target” has the meaning set forth in the recitals.
Target Common Stock” has the meaning set forth in Section 2.1(a).
Transfer” means (i) any direct or indirect sale, assignment, disposition or other transfer, either voluntary or involuntary, of any capital stock or interest in any capital stock or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise.
VCOC” has the meaning set forth in Section 1.5.
VCOC Investors” means the Initial VCOC Investor and each Permitted Transferee which acquires Shares and notifies the Company in writing that it is subject to contractual obligations requiring Shares to qualify as a venture capital investment within the meaning of Department of Labor “plan asset” regulations or requiring such Permitted Transferee to use efforts to cause ownership of the Shares to qualify as a venture capital investment within the meaning of Department of Labor “plan asset” regulations.
Voting Securities” of any Person means securities of such Person entitling the holder thereof to vote with respect to the election of the board of directors or similar governing body of such Person.
     7.2 Terms Generally. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole and not merely to the specific section, paragraph or clause in which such word appears. All references herein to Articles and Sections shall be deemed references to Articles and Sections of this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” References to “$” or “dollars” means United States dollars. The definitions given for terms in this Article VII and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. References herein to any agreement or letter (including the Merger Agreement) shall be deemed references to such agreement or letter as it may be amended, restated or otherwise revised from time to time.

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ARTICLE VIII
MISCELLANEOUS
     8.1 Term. This Agreement will be effective as of the date hereof and, except as otherwise set forth herein will continue in effect thereafter until the earlier of (a) the termination of the Merger Agreement and (b) its termination by the consent of all parties hereto or their respective successors in interest.
     8.2 No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities that violates the rights granted to the holders of Registrable Securities in this Agreement.
     8.3 Investor Actions. Any action taken by the Investors pursuant to this Agreement shall be by the act of the holders of a majority of the Shares held by all Investors.
     8.4 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and Investors. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.
     8.5 Successors and Assigns. Except (i) as and to the extent set forth in Section 2.1(b) and (ii) for any assignment by any Investor to any Permitted Transferee, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the Company and the Investors. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns. Any attempted assignment in violation of this Section 8.5 shall be void.
     8.6 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any Applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
     8.7 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that each party need not sign the same counterpart.
     8.8 Entire Agreement. This Agreement (including the documents and the instruments referred to in this Agreement), together with the Merger Agreement, constitutes the

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entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement.
     8.9 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts of law principles. The parties hereto agree that any suit, action or proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State of Delaware. Each of the parties hereto submits to the exclusively jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
     8.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
     8.11 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that, except as otherwise provided in Section 5.10, the parties shall be entitled to an injunction or injunctions or other equitable relief to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court set forth in Section 8.9, in addition to any other remedy to which they are entitled at law or in equity.
     8.12 No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and each such party’s respective heirs, successors and permitted assigns, all of whom shall be third party beneficiaries of this Agreement, provided that (i) any Person (other than the Initial Investors) that becomes an Investor shall be an intended third party beneficiary hereof and (ii) the Persons indemnified under Article VI are intended third party beneficiaries of Article VI.
     8.13 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
          If to the Company, to:
               John B. Wright, II

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               Vice President, General counsel & Secretary
1550 Liberty Ridge Drive
Suite 100
Wayne, PA 19087
Facsimile: (610) 251-1555
               with a copy to (which shall not constitute notice):
                    Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Edward D. Herlihy
                    David E. Shapiro
Facsimile: (212) 403-2000
          If to an Investor, to:
                    TC Group, L.L.C.
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: Adam Palmer
Facsimile: (202) 347-9250
               with a copy to (which shall not constitute notice):
                    Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004
Attention: Daniel T. Lennon
                    Paul F. Sheridan, Jr.
Facsimile: (202) 637-2201
          If to an Carlyle, to:
                    TC Group, L.L.C.
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: Adam Palmer
Facsimile: (202) 347-9250
               with a copy to (which shall not constitute notice):
                    Latham & Watkins LLP
555 Eleventh Street, NW

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                                        Suite 1000
Washington, DC 20004
Attention: Daniel T. Lennon
                    Paul F. Sheridan, Jr.
Facsimile: (202) 637-2201
The remainder of this page left intentionally blank.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.
         
  TRIUMPH GROUP, INC.
 
 
  By:   /s/ Richard C. Ill    
    Name:   Richard C. Ill   
    Title:   Chairman and Chief Executive Officer   
 

 


 

         
CARLYLE PARTNERS III, L.P.    
 
       
By: TC GROUP III, L.P., its general partner    
By: TC GROUP III, L.L.C., its general partner    
By: TC GROUP INVESTMENT HOLDINGS, L.P., its sole member    
By: TCG HOLDINGS II, L.P., its general partner    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
CARLYLE PARTNERS II, L.P.    
 
       
By: TC GROUP II, L.L.C., its general partner    
By: TC GROUP, L.L.C., its sole member    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
CARLYLE INTERNATIONAL PARTNERS II, L.P.    
 
       
By: TC GROUP II, L.L.C., its general partner    
By: TC GROUP, L.L.C., its sole member    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
Signature Page to Stockholders Agreement

 


 

         
CARLYLE-AEROSTRUCTURES PARTNERS, L.P.    
 
       
By: TC GROUP, L.L.C., its general partner    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
CHYP HOLDINGS, L.L.C.    
 
       
By: CARLYLE HIGH YIELD PARTNERS, L.P., its sole member    
By: TCG HIGH YIELD, L.L.C., its general partner    
By: TCG HIGH YIELD HOLDINGS, L.L.C., its sole member    
By: TC GROUP, L.L.C., its sole member    
By: TCG Holdings, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
CARLYLE-AEROSTRUCTURES PARTNERS II, L.P.    
 
       
By: TC GROUP, L.L.C., its general partner    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
Signature Page to Stockholders Agreement

 


 

         
CP III COINVESTMENT, L.P.    
 
       
By: TC GROUP III, L.P., its general partner    
By: TC GROUP III, L.L.C., its general partner    
By: TC GROUP Investment Holdings, L.P., its sole member    
By: TCG HOLDINGS II, L.P., its general partner    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
C/S INTERNATIONAL PARTNERS    
 
       
By: TC GROUP II, L.L.C., its general partner    
By: TC GROUP, L.L.C., its sole member    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
CARLYLE-AEROSTRUCTURES INTERNATIONAL PARTNERS, L.P.    
 
       
By: TC GROUP, L.L.C., its general partner    
By: TCG HOLDINGS, L.L.C., its managing member    
 
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
Signature Page to Stockholders Agreement

 


 

         
CARLYLE-CONTOUR PARTNERS, L.P.    
 
       
By: TC GROUP, L.L.C., its general partner    
By: TCG HOLDINGS, L.L.C., its managing member    
 
By:   /s/ Adam J. Palmer     
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
CARLYLE SBC PARTNERS II, L.P.    
 
       
By: TC GROUP II, L.L.C., its general partner    
By: TC GROUP, L.L.C., its sole member    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
CARLYLE INTERNATIONAL PARTNERS III, L.P.    
 
       
By: TC GROUP II, L.L.C., its general partner    
By: TC GROUP, L.L.C., its sole member    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
Signature Page to Stockholders Agreement

 


 

         
CARLYLE-AEROSTRUCTURES MANAGEMENT, L.P.    
 
       
By: TC GROUP, L.L.C., its general partner    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
CARLYLE-CONTOUR INTERNATIONAL PARTNERS, L.P.    
 
       
By: TC GROUP, L.L.C., its general partner    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
 
       
CARLYLE INVESTMENT GROUP, L.P.    
 
       
By: TC GROUP, L.L.C., its general partner    
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
Signature Page to Stockholders Agreement

 


 

         
TC GROUP, L.L.C.    
 
       
By: TCG HOLDINGS, L.L.C., its managing member    
 
       
By:
  /s/ Adam J. Palmer    
 
       
Name: Adam J. Palmer    
Title: Managing Director    
Signature Page to Stockholders Agreement

 


 

Exhibit 99.1
(TRIUMPH GROUP LOGO)
NEWS RELEASE
Contact:
Sheila Spagnolo
Vice President
Phone (610) 251-1000
sspagnolo@triumphgroup.com
Triumph Group Announces Agreement to Acquire Vought Aircraft Industries, Inc.
Wayne, PA– March 23, 2010 –Triumph Group, Inc. (NYSE:TGI)today announced the signing of a definitive agreement to purchase Vought Aircraft Industries, Inc. from The Carlyle Group for cash and stock consideration of $1.44 billion including the retirement of Vought debt, creating a company with industry-leading breadth of product and capabilities. The purchase consideration to Vought shareholders includes approximately 7.5 million shares and $525 million of cash. Post-closing, Carlyle will own approximately 31% of the outstanding stock of Triumph and will be subject to certain lock up provisions. The transaction is subject to customary closing conditions including regulatory approvals and approval of Triumph shareholders and is expected to be completed in July, 2010. The acquired business will operate as Triumph Aerostructures -Vought Aircraft Division, LLC. On a full-year run-rate basis, earnings accretion is expected to be in excess of $1.00 per diluted share, reflecting initial estimates of purchase accounting adjustments and excluding synergies resulting from the acquisition and transaction-related expenses.
Pro forma for the acquisition, Triumph will have approximately $3.1 billion of revenue and Pro forma Adjusted EBITDA of approximately $446 million, for the twelve months ended December 31, 2009. Pro forma total debt to Pro forma Adjusted EBITDA as of the twelve months ended December 31, 2009, will be approximately 3.2x. Triumph expects to fund the transaction with a combination of current and new credit facilities and has obtained certain financing commitments that are subject to customary conditions.
Vought, based in Dallas, Texas, is a leading global manufacturer of aerostructures for commercial, military and business jet aircraft with sales of $1.9 billion in 2009. Products include fuselages, wings, empennages, nacelles and helicopter cabins. Vought’s customer base is comprised of the leading global aerospace original equipment manufacturers and over 80% of their revenue is from sole source, long-term contracts. Major platforms include the Boeing 747-8, Boeing 767, Boeing 777, Airbus A330/340, Boeing C-17, Boeing V-22, Northrop Grumman Global Hawk and Gulfstream G450 and G550.
Richard C. Ill, Triumph’s Chairman and Chief Executive Officer said, “This is an important acquisition for Triumph as it will dramatically advance our technical capabilities and significantly enhance our ability to offer aerostructure systems solutions to our customers. The integration of Vought with Triumph will create a leading Tier One Capable supplier with strong positions in commercial and military platforms. The combination of Vought with Triumph will enhance Triumph’s products and system offerings to the benefit of our customers, suppliers, employees and investors.”
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Elmer L. Doty, Vought’s President and Chief Executive Officer, added, “This combination with Triumph is an exciting development for the employees of Vought. The resulting publicly-traded company will possess the scale and resources to confidently address the opportunities and challenges of today’s aerospace market.”
Triumph Group, Inc., headquartered in Wayne, Pennsylvania, designs, engineers, manufactures, repairs and overhauls aircraft components and accessories. The company serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers.
RBC Capital Markets acted as exclusive financial advisor, provided a fairness opinion to the Board of Directors of Triumph and also provided committed acquisition debt facilities for the transaction. Wachtell, Lipton, Rosen & Katz provided legal advice to Triumph.
Triumph will hold a conference call today, Tuesday, March 23, 2010 at 10 a.m. (ET) to discuss the acquisition of Vought. To participate in the call, please dial (866) 882-0470 (Domestic) or (703) 639-1476 (International). A slide presentation will be included with the audio portion of the webcast. An audio replay will be available from March 23 rd until March 30 th by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #1444278.
More information about Triumph can be found on the company’s website athttp://www.triumphgroup.com.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1955. These forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause Triumph’s actual results, performance, or achievements to be materially different from any expected future results, performance, or achievements. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Triumph and Vought, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues. For more information, see the risk factors described in Triumph’s current Form 10-K and other SEC filings.
Additional Information
In connection with the proposed merger, Triumph will file a proxy statement with the SEC. Triumph will mail the definitive proxy statement, when available, to its shareholders. Investors and security holders are urged to read the proxy statement regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the proxy statement (when available) and other related documents filed by Triumph with the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy statement (when available) and the other documents may also be obtained for free by accessing Triumph’s website at http://www.triumphgroup.com under the heading “Investor Relations” and then under the heading “Financial Information” and then under the heading “SEC Filings.”
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Participants in the Solicitation
Triumph and its directors, executive officers and certain other members of management and employees may be soliciting proxies from shareholders in favor of certain matters relating to proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders in connection with such matters is filed with the SEC. Information about the directors and executive officers of Triumph is set forth in Triumph’s definitive proxy statement filed with the SEC on June 23, 2009. Additional information regarding the participants in the proxy solicitation will be set forth in the proxy statement when it is filed with the SEC. You may obtain a free copy of the definitive proxy statement (when available) and other related documents filed by Triumph with the SEC using the contact information described above.

 


 

Exhibit 99.2
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Triumph Group, Inc. Investor Conference Call March 23, 2010

 


 

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Forward-Looking Statements / Additional Information Forward-Looking Statements Parts of this presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause Triumph’s actual results, performance, or achievements to he materially different from any expected future results, performance, or achievements. Such forward-looking statements include, hut are not limited to, statements about the benefits of the business combination transaction involving Triumph and Vought, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among otheTS, could canse actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure to obtain the approval of Triumph shareholders; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues. For more information, see the risk factors described in Triumph’s current FoTm 10-K and other SEC filings. Additional Information In connection with the proposed merger, Triumph will file a proxy statement with the SEC. Triumph will mail the definitive proxy statement, when available, to its shareholders. Investors and security holders are UTged to read the proxy statement regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the proxy statement (when available) and Other related documents filed by Triumph with the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy statement (when available) and the other documents may also be obtained for free by accessing Triumph’s website at http://www.trinmphgroup.com under the heading “Investor Relations” and then under the heading “Financial Information” and then under the heading “SEC Filings.”

 


 

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Participants in the Solicitation Triumph and its directors, executive officers and certain other members of management and employees maybe soliciting proxies from shareholders in favor of certain matters relating to proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders in connection with such matters is filed with the SEC. Information about the directors and executive officers of Triumph is set forth in Triumph’s definitive proxy statement filed with the SEC on June 23, 2009. Additional information regarding the participants in the proxy solicitation will be set forth in the proxy statement when it is filed with the SEC. You may obtain a free copy of the definitive proxy statement (when available) and other related documents filed by Triumph with the SEC using the contact information described above.

 


 

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Participants

 


 

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Why We Are Acquiring Vought Creates a leading Tier One Capable Supplier with scale - Approximately $3.1 billion in sales and $446 million in pro forma adjusted EBITDA w Acquire premier Aerospace franchise, adding substantial technical capabilities at an attractive valuation Critically important aerostructures technologies on current and future platforms Over 80% of 2009 revenues associated with sole source long-term contracts Valuation of approximately 5.8X adjusted EBITDA ® Excellent strategic fit Complementary platforms and capabilities with similar mix of commercial and military Provides further diversification across customers and programs Exposure to new growth platforms Substantial business combination syneTgies Transaction expected to be accretive with immediate uplift in EPS, while maintaining financial flexibility Provides in excess of $1.00 of EPS accretion for FY2011 (based on full yeaf impact), without considering synergies or costs associated with the transaction Generates approximately $8 — $10 million ($0.30 — $0.40 per share) of annual run-rate synergies within 18 months Maintains conservatively levered balance sheet with total leverage of 3.2X pro forma adjusted EBITDA SB and significant free cash flow

 


 

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Transaction Overview Transaction Value: Approximately $1.44 billion Consideration to Vought Shareholders: 53% cash — $525 million 47% stock — approximately 7.5 million shares of TGI stock ($461 million) U Ownership Structure: TGI Existing Shareholders: Approximately 69% The Carlyle Group: Approximately 31% Subject to transfer restrictions for (1) one year and (2) thereafter from transferring to certain large shareholders of stock Expected Closing: July 1, 2010 Subject to normal regulatory approval and TGI shareholder vote

 


 

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Sources and Uses ($ in millions) Existing Cash $292 Stock Consideration to Vought Shareholders $461 Borrowings Under Existing Facilities 189 Cash Consideration to Vought Shareholders 525 New Acquisition Debt 700 Other Consideration to Vought Shareholders 27 Issuance of TGI Common Stock’1’ 461 Repayment of Vought Debt 590 Estimated Fees & Expenses 39 Total Sources $1,642 Total Uses $1,642 Have 100% committed acquisition financing to close transaction Permanent financing will use a combination of existing facilities with relationship banks and new debt securities Pro forma for the transaction, total leverage will be 3.2X pro forma adjusted EBITDA(al with approximately $750 million of free cash flow available for debt reduction over the five year projection period

 


 

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Vought Overview

 


 

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Vought at a Glance Revenue by Segment Key Products / Capabilities Revenue by Customer Commercial Military Business Jet 2009A Revenue: $947 million 2009A Revenue: $664 million 2009A Revenue: $267 million

 


 

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Vought Capabilities fuselage Empennage Wing Nacelles, Doors, Pylons and Radomc

 


 

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Vought — Top Commercial & Business Jet Programs Aircraft Main Products Sole- Source* Year Program Commenced* Boeing 747-4<W-8 + Fuselage panels and empennage (vertical and horizontal stabilizers, aft body f966 Gulfstream 45QJ550 * 6450: Nacelle components and wing boxes G550: Integrated wings 1983-1993 Airbus 330tf 40 * Upper stsin panel assemblies, center spar and mittrear spar, mid! and outboard leading edge assemblies 19813/1993 Boeing 777 Inboard flaps, outboard flaps, spoilers, ailerons and spare requirements 1993 1980 Boeing 7&7 Wing center section, horizontal stabilizer, aft fuselage section, and nacelle components Boeing 7fl7* Composite detail parts for uody sections 47 and 48 Engineering Services 2005 1 Boeing 737 Inboard flaps New contract awarded in 2009 2G11 Vought Manufactured Structures

 


 

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Vought — Top Military Programs Aircraft Main Products Sole-Source” Year Program Commenced* Boeing C 17 Empennage, nacelle components, and internal wing structure 1983 Sikorsky H-60 Cabin structure for the ‘M’ ‘L’ and ‘S’ variants Dual-sourced with OEM 2004 Bell/Boeing V-22 Fuselage skin panels, empennage, and ramp door assemblies 1993 Lockheed C-130 Empennage 1953 -Global Hawk Integrated composite wing 1999 Vought Manufactured Structures

 


 

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Vought Recent Developments In July 2009, Vought sold the assets and operations of its 787 program at its Charleston, SC facility to Boeing — The facility is where Vought built a key structure for Boeing’s 787 Dreamliner airplane — The transaction provided immediate and long-term benefits for Vought Strengthened relationship with important strategic customer Relief from significant further operating losses and further investment in 787, which materially improved cash flow Significantly strengthened financial position

 


 

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Strategic Rationale

 


 

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Strategic Rationale Creates leading Tier One Capable Supplier with scale Solidifies diversification across end markets / platforms Expands capabilities and technical footprint at an attractive valuation Enhances growth opportunities New programs and platforms Ability to participate in emerging sector trends / growth Creates substantial synergy opportunities

 


 

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Creates Leading Tier One Capable Supplier with Scale CY2009 Pro Forma Revenue CY2009 Pro Forma Adjusted EBITDA N

 


 

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Solidifies Diversification Across End Markets / Platforms Triumph End Markets Vought End Markets Combined End Markets Triumph Top 10 Platforms Vought Top ki Platforms Combined Top 10 Platforms l Boeing 737 l Boeing 747-8 1 Boeing 747-S a Boeing 777 a Boeing C-17 2 Boeing C-17 Bell/Boeing V-aa 3 GuKatream 450/550 3 Gulfstream 450/550 Sikorsky H-60 4 Airbus 330/340 4 Boeing 77 7 Boeing CH-47 5 Sikorsky H-60 5 Sikorsky H-60 Boeing C-17 <> Boeing 777 6 Bell/Boeing V-zz AirbusA320 7 Bell/Boeing V-zz 7 Airbus 330/340 Boeing767 8 Boeing767 8 Boeing737 9 Boeing 7 47 g C-130 Cargo 9 Boeing 7 67 10 Boeing 787 10 Globa] Hawk / BAMS 10 Boeing CH-47

 


 

(IMAGE)
Expands Capabilities and Technical Footprint Extensive capabilities of a Tier I supplier 250+ engineers supporting design programs plus 800+ manufacturing engineers Complete design life cycle from concept to drawing maintenance Broad experience with multiple customers, platforms and structures Engineering services include design assist, research and development, test lab and bid and proposal design Recent relevant experience High performance metal structures Carbon fiber composites Latest hardware, software and collaboration tools Intimate knowledge of advanced manufacturing and tooling solutions

 


 

(IMAGE)
Enhances Growth Opportunities — New Programs / Platforms Commercial 787 / A350 high rate dual sourcing Increased Airbus content — US$ content Possible re-engined A320 and 737 Next generation single aisle Military USAF Tanker Next generation unmanned aircraft systems Joint heavy lift rotorcraft Business and Regional Jets Re-launch of the Cessna Columbus Scope growth on existing platforms — C-Series — Cessna — Gulfstream Next generation business and regional jets

 


 

(IMAGE)
Combination Well-Positioned for Cycle Recovery in Cargo / Asia Combined Top 10 Platforms Combined platform footprint allows for exposure to sector growth trends, for example: Two of Triumph’s top 5 programs will directly benefit from improving cargo flows and traffic growth in Asia To address this trend, Boeing has recently announced increased production rates for both the 747-8 and 777 747-8 production rate increased from 1.5 per month to2 per month starting in mid 2012 versus mid 2013 in original plan 777 production rate increased from S per month to per month in mid 2011 Boeing747- Boeingc-17 Gulfctream 45 Boeing777 Cargo Growth Regional Passenger Traffic (N. America vs. Asia)

 


 

(IMAGE)
Creates Substantial Synergy Opportunities Corporate Cost Synergies Reduction in Vought auditor fees Insurance savings already identified Supply Chain Rationalization Vought currently purchases close to $200 million of items produced hy Triumph, from other sources. Diligence has confirmed that opportunities exist to increase Triumph’s share of this work content Large amount of Vought manufactured parts are targeted for outsourcing. Triumph could he competitive in the manufacturing of some of these products through U.S. operations or hy maximizing its Mexican facility Vertical Integration Synergies Enhanced Factory Utilization

 


 

(IMAGE)
Triumph Group — Pro Forma Projections Post-Transaction

 


 

(IMAGE)
Pro Forma Projections ($ a mffibns) Fiscal Year Ended March 31, Combined Pro Forma Revenue S3,116 $3,300 Comhined Pro Formii Adjusted EBITDAW 461 517 Capital Expenditures 120 100 (1} EBITQA nducFes certain Vough-t acquisition and purchase atwauntfig adjustment, EBITDA does ncrt include any impact of necenlly a :¦:. tV Fataitech, Inc.

 


 

(IMAGE)
Pro Forma Capitalization ($ in millioiis) Senior Secured Debt 644 19* Ms Senior Unsecured Debt 400 12% D.gx Subordinated Debt 36H 11% o.Kx Total Debt 81.411 42% 3.2X After-Ta.-i PertsiOn &UPEB Liability 629 19* i.flx Total Debt + After -Tax Pens ion &OFEB $2,040 61% 4.IX Equity to Vought Shareholders 461 14% 1.0s Triumph Shareholders’ Equity B39 25% 1,9.x Total Shareb alders’ Equity $1,300 39% AJ&x Total Adjusted Capitalization $3,340 100% (j.Sx Adjusted EB1TDA (No Synergies)’” $446 Adjusted EBITDAP(No Synergies) °”:,> $494 (t) Pro forma aaju&leb as of 12/ltflB. EBiTDA includes certain Voughl acquisition and pyr-cnase- accounting adjustments. EBITDA does not indude any impact of recently acquired Fafcmtech. Inc. ff) ncludes add-back of pension ,’ 0PE3 expense.

 


 

(IMAGE)
Vought Pension & OPEB Liabilities Vought underfunded pension liability estimated at approximately $565 million ($625 million as of 12/31/09, less assumed voluntary funding of $50 million) Vought sponsors five funded defined pension plans, some of which cover employees under collective bargaining agreements, and one small unfunded executive plan — All five pension plans are now frozen (no one hired after 1991 is accruing a benefit} — Approximately 14% of active population accruing a pension Underfunded OPEB liability of $402 million as of 12/31/09 Expected that obligation will decline over time based on structure of the plan OPEB liability has been reduced by $300 million (-43%) Since 2004 Pension Liability ($ in millions) OPEB Liability (S in millions)

 


 

(IMAGE)
Why We Are Acquiring Vought Creates a leading Tier One Capable Supplier with scale Acquire premier Aerospace franchise, adding substantial technical capabilities at an attractive valuation Excellent strategic fit Transaction expected to be accretive with immediate uplift in EPS, while maintaining financial flexibility
Created by Morningstar® Document ResearchSM
http://documentresearch.morningstar.com
Source: TRIUMPH GROUP INC, 8-K, March 23, 2010

 

EX-10.14 3 d71440exv10w14.htm EX-10.14 exv10w14
Exhibit 10.14
SECOND AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
BETWEEN
VOUGHT AIRCRAFT INDUSTRIES, INC. AND JOY ROMERO
     This Amendment (this “Second Amendment”) to that certain Employment Agreement between Vought Aircraft Industries, Inc. (the “Company”) and Joy Romero (the “Executive”) dated as of August 28, 2007 (the “Employment Agreement”) is made as of this 29th day of July, 2009 (the “Amendment Date”) by and among the Company and the Executive, and shall become effective, if at all, only on the Amendment Effective Date (as defined below). Except as set forth is this Second Amendment, capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Employment Agreement.
WITNESSETH
     WHEREAS, the Employment Agreement was previously amended effective as of December 31, 2008 (the “First Amendment”);
     WHEREAS, the Company and the Executive desire to further amend the Employment Agreement, subject to the terms and conditions set forth herein; and
     WHEREAS, the Company and the Executive intend that such amendments to the Employment Agreement shall become effective only upon the consummation of a Sale (as defined below).
     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company (collectively the “Parties”) hereby agree as of the Amendment Date to the following:
     1. Amendment to Section 2(g) of the Employment Agreement. Effective as of the Amendment Effective Date, the second sentence of Section 2(g) of the Employment Agreement is hereby deleted and replaced with the following:
      “To the extent that any reimbursements, including without limitation any reimbursements pursuant to Section 2(c) above or pursuant to this Section 2(g) or pursuant to Section 4(b)(iv) below, are determined to constitute taxable compensation to the Executive, then reimbursement requests with respect to such expenses shall be reimbursed no later than December 31st of the year following the year in which the expense was incurred.”
     2. Amendment to Section 4(b) the Employment Agreement. Effective as of the Amendment Effective Date, Section 4(b) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
  “(b)    Termination without Cause or resignation for Good Reason. If, during the Term, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the code and Treasury Regulation Section 1.409A-1 (h)) (a “Separation from Service”) by reason

 


 

      of a termination of the Executive’s employment without Cause pursuant to Section 3(a)(iv) or for Good Reason pursuant to Section 3(a)(v), the Company shall, subject to the Executive signing and not revoking., within thirty (30) days following the Separation from Service, a release of claims in substantially the form attached hereto as Exhibit A:
  (i)   pay to the Executive, in a lump sum on the Company’s first payroll date occurring on or after the 30th day following the Separation from Service (the “First Payroll Date”), an amount equal to the Annual Base Salary that the Executive would have been entitled to receive if the Executive had continued her employment hereunder for a period of eighteen (18) months following the Date of Termination;
 
  (ii)   pay to the Executive a lump sum amount on the First Payment Date equal to 1.5 times her annual target bonus amount under the Company’s Management Incentive bonus plan;
 
  (iii)   pay to the Executive a lump-sum amount equal to the total aggregate eighteen (18) month premium costs for group medical, dental and vision benefit coverage for the Executive and the Executive’s spouse and dependents, in each case, as in effect with respect to each such individual immediately prior to such Separation from Service, which payment shall be made on the First Payroll Date and which payment may be applied by the Executive, in her discretion, to the purchase of comparable coverage. For the avoidance of doubt, the payment described in this Section 4(b)(iii)shall be subject to withholding of any federal state, local or foreign withholding or other taxes or charges which the Company is required to withhold;
 
  (iv)   reimburse the Executive for reasonable and documented relocation expenses that are incurred by the Executive within 24 months after the Date of Termination upon the Executive’s relocation from North Charleston, South Carolina to any other location within the continental United States, in accordance with the Company’s relocation policies in effect on the Date of Termination;
 
  (v)   provide to the Executive, through the Company’s designated outplacement service provider, outplacement services for twelve months following the Termination Date, subject to any then-applicable contract terms between the Company and the outplacement service provider; and
 
  (vi)   accelerate the vesting effective immediately prior to the date of the Separation from Service of any restricted stock units held by the Executive that are unvested as of such date and which have not been cancelled and forfeited in accordance with the terms of the agreement governing such restricted stock units. Vested restricted

2


 

      stock units held by the Executive, including restricted stock units that vest pursuant to this Section 4(b)(vi) shall continue to be payable at such times as are specified in the applicable agreement governing such restricted stock units.”
     3. Amendment to Section 5(b) of the Employment Agreement. Effective as of the Amendment Effective Date, Section 5(b) of the Agreement is amended by inserting the following clause at the beginning thereof:
      “Except as may be agreed to by the Company in writing,”
     4. Amendment Effective Date. The amendments to the Employment Agreement set forth in Sections 1, 2 and 3 above shall be subject to the condition that a Sale be completed on or before December 31, 2010 and shall become effective only upon the closing date with respect to such Sale (the “Amendment Effective Date”). Prior to the Amendment Effective Date, the Employment Agreement, including the First Amendment, shall remain unchanged by this Amendment and shall continue in full force and effect according to its terms as in effect immediately prior to the Amendment Date. For purposes of this Amendment, a “Sale” shall mean the consummation of the sale, lease, transfer, conveyance or other disposition of the Company’s 787 Division, as reasonably approved by the Board of Directors of the Company in place immediately prior to such Sale. If the closing date with respect to a Sale does not occur prior to the close of business on December 31, 2010, this Amendment shall become null and void and the amendments to the Employment Agreement set forth in Sections 1, 2 and 3 above shall not become effective.
     5. No Other Amendment. Except as expressly set forth in this Second Amendment, following the Amendment Effective Date, the Employment Agreement, including the First Amendment, shall remain unchanged and shall continue in full force and effect according to its terms.
     6. Acknowledgement. The Executive acknowledges and agrees that she has carefully read this Second Amendment in its entirety, fully understands and agrees to its terms and provisions and intends and agrees that it be final and legally binding on the Executive and the Company.
     7. Governing Law; Counterparts. This Second Amendment shall be construed in accordance with the laws of the State of Texas without reference to principles of conflicts of law and may be executed in several counterparts by the parties.
[Signature Page Follows]

3


 

     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused this Second Amendment to be executed in its name on its behalf, all as of the Amendment Date.
         
  VOUGHT AIRCRAFT INDUSTRIES, INC.
 
 
  By:   /s/ Thomas F. Stubbins    
    Name:   Thomas F. Stubbins   
    Title:   Vice President Human Resources   
 
  JOY ROMERO
 
 
  /s/ Joy Romero    
     
     
 

4

EX-31.1 4 d71440exv31w1.htm EX-31.1 exv31w1
EXHIBIT (31.1)
CERTIFICATION PURSUANT TO
RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Elmer Doty, certify that:
1.   I have reviewed this annual report on Form 10-K of Vought Aircraft Industries, Inc.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 25, 2010
         
     
  /s/ ELMER DOTY    
  Elmer Doty   
  President and Chief Executive Officer   

 

EX-31.2 5 d71440exv31w2.htm EX-31.2 exv31w2
EXHIBIT (31.2)
         
CERTIFICATION PURSUANT TO
RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Keith Howe, certify that:
1.   I have reviewed this annual report on Form 10-K of Vought Aircraft Industries, Inc.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 25, 2010
         
     
  /s/ KEITH HOWE    
  Keith Howe   
  Vice President and Chief Financial Officer   
 

 

EX-32.1 6 d71440exv32w1.htm EX-32.1 exv32w1
EXHIBIT (32.1)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vought Aircraft Industries, Inc.(the “Company”) on Form 10-K for the period ending December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Elmer Doty, as President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 25, 2010
         
     
  /s/ ELMER DOTY    
  Elmer Doty   
  President and Chief Executive Officer   
 
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and not being filed for purposes of Section 18 of the Securities Exchange Act, as amended, and is not to be incorporated by reference into any filing of the Company, whether on and before or after the date hereof, regardless of any general incorporation language in such filing.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32.2 7 d71440exv32w2.htm EX-32.2 exv32w2
EXHIBIT (32.2)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vought Aircraft Industries, Inc.(the “Company”) on Form 10-K for the period ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith Howe, as Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 25, 2010
         
     
  /s/ KEITH HOWE    
  Keith Howe   
  Vice President and Chief Financial Officer   
 
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and not being filed for purposes of Section 18 of the Securities Exchange Act, as amended, and is not to be incorporated by reference into any filing of the Company, whether on and before or after the date hereof, regardless of any general incorporation language in such filing.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

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