SUBLEASE OF REAL AND PERSONAL PROPERTY THIS SUBLEASE OF REAL PERSONAL PROPERTY is made and entered into as of the 19th day of August, 1996, by and between the LOUISVILLE/JEFFERSON COUNTY REDEVELOPMENT AUTHORITY, INC., a Kentucky non- profit, non-stock...

SUBLEASE OF REAL AND PERSONAL PROPERTY

THIS SUBLEASE OF REAL PERSONAL PROPERTY is made and entered into as of
the 19th day of August, 1996, by and between the LOUISVILLE/JEFFERSON COUNTY
REDEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock corporation and
local redevelopment authority ("LRA"), with a mailing address of Suite 400, 000
Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 and UNITED DEFENSE L.P. ("UDLP"), a
Delaware limited partnership comprised of the BMY Combat Systems Division of
Harsco Corporation, a Delaware corporation, and the Defense Systems Group of FMC
Corporation, a Delaware corporation, with a mailing address of 0000 Xxxx Xxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000.

W I T N E S S E T H:

WHEREAS, the Base Realignment and Closure Commission established under
the Act, as hereinafter defined, selected the Naval Ordinance Station,
Louisville, a division of the Naval Surface Warfare Center ("NOSL"), for closure
and privatization in place of the repair, overhaul and remanufacturing work
currently being performed by the United States Navy (the "Navy") at NOSL; and

WHEREAS, the LRA was formed by the City of Louisville and Jefferson
County, acting by and through their respective executive and legislative
branches, to establish a method and means for the privatization in place of
NOSL; and

WHEREAS, The United States of America (the "Government"), acting by
and through the Navy, and the LRA have entered into an interim lease, dated 12
August, 1996 (the "Lease"), for the major portion of the real property
comprising NOSL, including buildings and improvements plus equipment and other
associated personal property necessary for the privatization in place of the
repair, overhaul and remanufacturing work currently being performed by the Navy
at NOSL; and

WHEREAS, the LRA and UDLP have entered into that certain
Privatization Contractor Agreement, dated 19 August, 1996 (the "Agreement"),
with respect to the privatization of a portion of the repair, overhaul and
remanufacturing work currently being performed at NOSL, a copy of the
Agreement is attached hereto as EXHIBIT A and incorporated herein by
reference; and

WHEREAS, UDLP and the Navy have entered into workload contracts to
perform such repair, overhaul and remanufacturing work at NOSL, said Agreement
and said workload contracts requiring certain buildings, improvements, equipment
and other personal property covered by the Lease; and

WHEREAS, the LRA desires to sublease to UDLP, and UDLP desires to
sublease from the LRA certain portions of the Premises, as that term is defined
in the Lease, and Personal Property, as that term is defined herein and in the
Lease.

NOW, THEREFORE, for and in consideration of the premises and for
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:

1. DEFINITIONS. For purposes of this Sublease, as hereinafter
defined, the following words and/or terms shall have the meanings set forth
below and such meanings set forth below and such meanings shall take precedence
over any conflicting meaning of the respective words or terms:

A. "Act" shall mean the Defense Base Closure and Realignment Act of
1990, Pub. L. Xx. 000-000, 000 Xxxx. 0000, 00 X.X.X. 0000, as amended, from time
to time.

B. "Additional Premises" shall mean Building L which consists of
199,526 square feet of which 158,516 square feet shall be included in this
Sublease. Except as provided in Section 3 hereof, Building L shall be under
this Sublease through 31 December 1997 on which date this Sublease shall
terminate as to Building L and UDLP shall vacate Building L on or before 31
December 1997 unless UDLP has established a regional, national and international
equipment logistics and maintenance hub in Building L. UDLP shall give the LRA
at least 180 days' prior written notice of its intention to extend this Sublease
as to Building L.

C. "CIWS:" shall mean the Phalanx Close-In-Weapon-System repair,
overhaul and remanufacturing work currently being performed at NOSL. The OEM
for CIWS is HMSC.

D. "Center" shall mean the Gun Center of Excellence to be
established by the LRA at NOSL.

E. "HMSC" shall mean Xxxxxx Missile Systems Company, a Delaware
corporation.

F. "Hot Turnover Date" shall mean the date upon which the
privatization in place at NOSL begins, and NOSL is turned over operationally by
the Navy to the LRA which date is scheduled to be 19 August 1996 or such later
date as determined by the Navy.

G. "Leased Property" shall mean collectively, and as constituted
from time to time, the Primary Premises, the Additional Premises, the Plating
Premises and the Transition Premises as defined herein and the Personal Property
as defined herein and in the Lease.

H. "Non-CIWS Work" shall mean all of the repair, overhaul and
remanufacturing work to be performed for the Navy by UDLP at NOSL which work
does not include the CIWS, RAM and TAS work to be performed by HMSC at NOSL.

I. "OEM" shall mean the Original Equipment Manufacturer for the
Navy.

J. "Personal Property" shall mean all Personal Property, as that
term is defined in the Lease, required by UDLP to perform the Non-CIWS Work
present at NOSL as of the Hot Turnover Date.

K. "Plating Premises" shall mean Building 117, which consists of
35,940 square feet, Building 118, which consists of 5,310 square feet, Building
136 which consists of 4,000 square feet and Tanks 118A through G.

L. "Primary Premises" shall mean the real property and improvements
more particularly described on EXHIBIT C. to the Lease and Personal Property
located within the Primary Premises and being more particularly described on
EXHIBIT B to the Lease attached hereto and incorporated herein by reference.

M. "Sublease" shall mean this Sublease of Real and Personal
Property, as amended, from time to time, effective as of the Hot Turnover Date.

N. "Transition Premises" shall mean Building F, which consists of
144,786 square feet, and part of Building G, which part consists of 107,504
square feet. Except as provided in Section 3 hereof, Building G shall be under
this Sublease through 30 June 1997, and Building F shall be under this Sublease
through 30 June 1998, and UDLP shall vacate the Transition Premises on or before
30 June 1997 with respect to Building G and on or before 30 June 1998 with
respect to Building F.

2. INCORPORATION OF NAVY LEASE. The Lease between the Navy and the LRA,
as amended from time to time, a copy of which is attached hereto as EXHIBIT B
and incorporated herein by reference, specifically requires that all sublessees
of the LRA, including UDLP, be subject to all of the terms, conditions,
responsibilities and obligations contained in the Lease including, without
limitation, the termination provisions set forth in Paragraph 15 of the Lease.
UDLP hereby acknowledges that as to the Lease Property and during the term of
its occupancy and/or use of the Leased Property or each part thereof as herein
provided, it will be bound by all applicable terms, conditions, responsibilities
and obligations of the Lease with respect to said Leased Property as if it were
the Lessee/Sublessee thereof notwithstanding anything in the Lease to the
contrary including, without limitation, Paragraph 14(j) and the signature page
thereof. Should a conflict arise between a provision of this Sublease and a
provision of the Lease, the provision of the Lease shall take precedence.
Nothing herein shall be deemed to grant to UDLP any rights or privileges greater
than the LRA has received under the Lease. Notwithstanding the foregoing,
nothing in this Sublease shall be construed to limit or modify the
responsibilities and obligations of the Government under Paragraph 14 of the
Lease. UDLP shall indemnify and save harmless the LRA against any and all
claims by the Government or any other person(s), firm(s) or corporation(s)
arising out of UDLP's failure to perform all of the terms, conditions,
responsibilities and obligations contained in the Lease as to the Leased
Property.

3. SUBLEASE TO UDLP.

A. PRIMARY PREMISES. The LRA does hereby sublease to UDLP, and UDLP
does hereby sublease from the LRA, the Primary Premises, together with the right
of ingress and egress to the Primary Premises across adjacent or nearby roads
leased to the LRA which lead to reasonably convenient public roads and also
together with designated parking to service the use of the Primary Premises.

B. PLATING PREMISES. The LRA does hereby sublease to UDLP, and UDLP
does hereby sublease from the LRA, the Plating Premises together with the right
of ingress and egress to the Plating Premises across adjacent or nearby roads
leased to the LRA which lead to reasonably convenient public roads and also
together with designated parking to service the use of the Plating Premises.
The Plating Premises shall be under this Sublease until 18 August 1998;
provided, however, UDLP may be relieved of its obligations as to the Plating
Premises in the event UDLP shall bring to the LRA a replacement tenant
acceptable to the LRA prior to the termination date of 18 August 1998, which
acceptance of the replacement tenant shall not be unreasonably withheld by the
LRA. UDLP may extend its tenancy of the Plating Premises on a year-to-year
basis upon 180 days' prior written notice thereof to the LRA.

C. TRANSITION PREMISES. The LRA does hereby sublease to UDLP, and
UDLP does hereby sublease from the LRA, the Transition Premises together with
the right of ingress and egress to the Transition Premises across adjacent or
nearby roads leased to the LRA which lead to reasonably convenient public roads
and also together with designated parking to service the use of the Transition
Premises. Building G of the Transition Premises shall be a part of this
Sublease for purposes of rent, as defined in Section 5 hereof, calculation for
sixty (60) days following the date UDLP vacates Building G. UDLP is scheduled
to vacate Building G on or before 30 June 1997; provided, however, the LRA will
agree to terminate Building G from this Sublease in the event of replacement
tenant acceptable to the LRA is found for Building G prior to 30 June 1997
which acceptance of the replacement tenant shall not be unreasonably withheld by
the LRA. Building F of the Transition Premises shall be a part of this Sublease
for purposes of rent calculations for sixty (60) days following the date UDLP
vacates Building F. UDLP is scheduled to vacate Building F on or before 30 June
1998; provided, however, the LRA will agree to terminate Building F from this
Sublease in the event a replacement tenant acceptable to the LRA is found for
Building F prior to 30 June 1998 which acceptance of the replacement tenant
shall not be unreasonably withheld by the LRA.

D. ADDITIONAL PREMISES. The LRA does hereby sublease to UDLP, and
UDLP does hereby sublease form LRA, the Additional Premises together with the
right of ingress and egress to the Additional Premises across adjacent or nearby
roads leased to the LRA which lead to reasonably convenient public roads and
also together with designated parking to service the use of the Additional
Premises. The Additional Premises shall be a part of this Sublease for purposes
of rent calculations for sixty (60) days following the date UDLP vacates the
Additional Premises.

E. SQUARE FOOTAGE. The square footage subleased by the LRA per
annum to UDLP is shown in a chart set forth on EXHIBIT C. This square footage
may be reduced only as provided in Subsection B. and C. hereof or as otherwise
agreed by the parties.

F. PERSONAL PROPERTY. The LRA does hereby sublease to UDLP, and
UDLP does hereby sublease from the LRA, the Personal Property.

4. ACCESS TO OTHER BUILDINGS. The LRA will assist UDLP in obtaining
necessary temporary access to the Computer Facility located in Building W
through 31 December 1997 subject to approval of the Navy and the LRA; provided
such access shall be subject to reasonable restrictions and will not
unreasonably interfere with the operations of the Navy, the LRA, or any tenants
in Building W. The LRA will assist UDLP in obtaining necessary access to
Buildings 68, 78, 79 105 and 147 subject to approval of the Navy; provided, such
access shall be subject to the restrictions and/or regulations of the Navy.

5. RENTAL.

A. BASE RENT. UDLP shall pay the LRA as Base Rent from 19 August
1996 through 18 August 1997 for the leased Property, the sum of $2.09 per square
foot per annum, and UDLP shall assume the responsibility for the undertaking
and/or costs of Operating and Maintenance ("O&M") associated with the operations
of the Primary Premises, the Additional Premises, the Plating Premises and the
Transition Premises, as constituted, from time to time, plus a pro-rata share of
the Center's operating costs incurred by the LRA. For purposes of this Sublease
O&M costs shall be all those utility, protection, maintenance, repairs and other
costs as to Leased Property required under the Lease, including, without
limitation, those costs described in Paragraphs 10 and 12 of the Lease, and
those items set forth n Sections 7, 9, 10 and 11 of this Sublease.

B. INCREASE IN BASE RENT.

[1] In the event that the ownership of the leased Property is
conveyed to the LRA during the Term or a Renewal Term of this Sublease, as
defined in Section 6 hereof, the Base Rent shall be increased by the LRA on
a per square foot basis per annum to reflect any acquisition costs required
by the Government with respect to the Leased Property to the paid to the
Government by the LRA; provided, however, the LRA shall use its reasonable
best efforts to obtain in a no cost economic development conveyance of the
Leased Property from the Government. Such increase in Base Rent shall be
effective as of the date of the LRA's acquisition of the Leased Property.

[2] The Base Rate beginning in 1998 may be increased by the LRA on a
per square foot basis per annum to reflect the loss of Base Rent, as set
forth in Subsection A hereof, as a result of UDLP's vacating of Building F,
G and L which loss of Base Rent is not offset by replacement tenant Base
Rent; provided, however, the adjustment Base Rent may not exceed the
following amounts per annum:

YEAR ANNUAL CEILING PER SQUARE FOOT
---- ------------------------------

1998 $2.40
1999 3.07
2000 3.07

C. DECREASE IN BASE RENT. During the Term or a Renewal Term of this
Sublease, as defined in Section 6, hereof, the Base Rent shall be decreased by
the LRA on a per square foot basis per annum effective as of the date of the
occurrence of one or more of the following events:

[1] As of the date a replacement tenant acceptable to the LRA,
which acceptance of the replacement tenant shall not be unreasonably
withheld, for Buildings F. G, or L, all previously occupied by UDLP, said
replacement tenant executes a sublease with the LRA and begins to pay rent
in an amount per square foot per annum equal to or greater than the rent
paid by UDLP per square foot; provided, however, such decrease shall not be
effective as to Building F prior to 31 August 1998, as to Building G prior
to 31 August 1997 and as to Building L prior to 28 February 1998.

[2] As of the date the LRA is to reduce the project financing
rate to below ten percent (10%) per annum for the capitalized costs
associated with the providing of protection, maintenance and repair to NOSL
as required in the lease or as recommended in the NOSL Facility
Privatization and Reuse Plan, dated April 17, 1996;

[3] A of the date any direct principal payments are made on the
project financing referenced in [2] above by UDLP or HMSC which reduces the
amount of principal of such capitalized costs;

[4] As of the date UDLP or HMSC takes any other action or
actions which results in cost savings to the LRA as it carries out its
responsibilities at NOSL under the Lease, this Sublease or the Agreement;
and

[5] As of the date any federal grant is received to defray the
capitalized costs of improving the facilities at NOSL which may be used by
the LRA to reduce principal on the project financing of such capitalized
costs referenced in [2] above.

Notwithstanding anything in this Section 5 to the contrary, the Base
Rent per square foot per annum shall never be reduced below $1.95 per square
foot per annum. The LRA will not enter into a Sublease with any for profit
entity, including HMSC, at a rate lower than the Base Rate set forth herein.

D. PAYMENT OF BASE RENT. The Base Rent for the lease Property shall
be calculated on a per annum basis using the square footage subleased by the LRA
per annum to UDLP as set forth on EXHIBIT C, and such square footage shall be
multiplied by the Base Rent and divided into twelve (12) equal monthly
installments of Base Rent which shall be due and

payable as of the first day of each calendar month beginning September 1, 1996.
The Base Rent for 19 August 1996 through 19 August 1997 shall be $2,085,636
payable in monthly installments of $173,803 each payable as provided in the
preceding sentence. The Base Rent for the Lease Property form 19 August 1996
through 31 August 1996 in the amount of $75,314.63 shall be paid by UDLP to the
LRA on or before 1 September 1996.

6. TERM. The Term of this Sublease shall be for one year beginning 19
August 1996 and ending 18 August 1997, but this Sublease may be renewed annually
thereafter upon sixty (60) days' prior written notice by UDLP to the LRA with
the Term being coterminous with the length of (i) the workload contract(s) with
the Navy for the Non-CIWS Work and the Additional Work, and (ii) all other work
obtained by UDLP from the Navy and any other customers to performed at the
Center, plus time sufficient to allow an orderly cessation of UDLP's operations
at the Center. UDLP has made certain projections with respect to the complement
of employees to be employed by UDLP at NOSL as more particularly set forth under
the heading "Total United Defense Jobs" on EXHIBIT B to the Agreement, and UDLP
agrees that it will certify to the LRA the actual number of Total United Defense
Jobs as of 19 August of each year of the Term of this Sublease. In making such
certification, UDLP shall be entitle to justify any taking into account the
various provisions of this Agreement, including, but not limited to, Sections
1.D, 19 and 24 thereof. In the event that (i) the Total United Defense Jobs, as
certified by UDLP, and not justified pursuant to the provisions of the Agreement
as aforesaid, drops below such projection by more than ten percent (10%) during
any year of the Term (measured in terms of anniversaries from the Hot Turnover
Date), UDLP shall present to the LRA a written projection revising EXHIBIT B to
the Agreement to reflect UDLP's then current projections with respect to the job
complement of employees employed by UDLP at NOSL projected out at least five (5)
years, If the LRA determines that the projected UDLP job complement is not of a
sufficient number to justify the LRA's continuous of this Sublease, the LRA may
terminate this Sublease as of the end of the lease year of 18 August; provided,
however, any such termination notice shall provide UDLP with at least 180 days
prior written notice of such termination. This Sublease may also be terminated
by the LRA in the event the Navy terminates its workload contract(s) for the
Non-CIWS Work with UDLP at NOSL.

7. INDEMNITY AND INSURANCE. In addition to the indemnity obligations set
forth in Paragraph 16 of the Lease as to the Leased Property, UDLP shall
indemnify and save harmless the LRA against and from any and all claims by an on
behalf of any person(s), firms(s) or corporation(s) arising from the conduct or
management of or from any work or thing whatsoever done in, about or by the
Leased Property, which was not contributed to or caused by or at the instance of
the LRA or its representatives. UDLP shall, at its sole cost and expense, keep
the Leased Property, insured for the benefit of the Government, the LRA and UDLP
in an amount equal to the full replacement value thereof (excluding excavation
and foundation costs), against loss or damage by fire, against all risks covered
by standard extended coverage endorsement, and against such other risks as may
be deemed necessary by the LRA. Notwithstanding Paragraph 17.2.2 and 17.3.1 of
the Lease, UDLP shall carry general/public liability insurance in an amount of
$3,000,000/$5,000,0000. In addition, UDLP will maintain such additional
insurance as required by Paragraph 17 of the Lease. The Government and the LRA
shall be named as

additional insured under all such insurance policies, and UDLP shall comply with
the requirements of Paragraphs 17.6 and 17.5 of the Lease.

8. NO WARRANTIES. The LRA makes no warranties whatsoever concerning the
Leased Property and all Leased Property provided to UDLP under this Sublease
shall be on an "as is, where is" basis with no warranties whatsoever, with the
exception that, on a continuing basis throughout the term of this Sublease, the
LRA does hereby represent and warrant to UDLP, with respect to the Leased
Property, that the LRA has either the unencumbered ownership of, or a lease from
the Government for, the Leased Property sufficient to provide UDLP the full,
quiet, and unimpaired leasehold enjoyment of the entire Leased Property for the
full term of this Sublease, free and clean of any conflicting right of occupancy
or use by any other person or entity. It is further understood that nothing in
this Section shall diminish or otherwise affect obligations of the parties
relating to environmental indemnities, covenants or releases.

9. TAXES. The LRA shall grant to UDLP the right, at UDLP's sole costs,
to contest any assessment or levy of real or personal property taxes in the name
of an with the cooperation of the LRA. The LRA shall cooperate with and assist
UDLP, at UDLP's sole costs, in applying for tax exemptions and/or tax abatements
with respect to the Leased Property. In the event it is finally determined,
after the exhaustion of administrative and/or judicial appeals, that UDLP is
liable for such assessment or levy of real or personal property taxes, or other
governmental charges, general and special, UDLP shall pay the same as Additional
Rent.

10. UTILITIES AND MAINTENANCE. UDLP shall pay for all water, gas,
electricity and other utilities servicing the Leased Property. UDLP shall
maintain all buildings and improvements, including all structural components,
covered by this Sublease in accordance with generally accepted maintenance
standards subject to inspection by the LRA to determine compliance with such
maintenance standards and consistent with Paragraph 12, of the Lease.

1l. MAINTENANCE OF PERSONAL PROPERTY. UDLP shall maintain Personal
Property furnished by the LRA under this Sublease consistent with Paragraph 12
of the Lease and the Maintenance standards agreed to by the Navy, the LRA and
UDLP. The LRA may, subject to Government Security Restrictions, inspect the
Personal Property from time to time, upon reasonable notice to UDLP, to
determine compliance with the foregoing. In the event that the Navy funds
replacement of such Personal Property, or augmentation of such Personal
Property, to maintain or improve the state of the art of operations, any such
replacement or new Personal Property, will fall under this Sublease to the
extent it is added to or falls under the Lease with the Navy, or is otherwise
transferred to the LRA by the Navy. UDLP shall notify the LRA in advance in
writing in the event UDLP seeks to have the Navy fund replacement of such
Personal Property or the Augmentation of such Personal Property to maintain or
improve the state of the art of operations by UDLP of the Personal Property.
Equipment that is acquired by UDLP that is not such replacement or new Personal
Property, as referenced in the preceding sentence, shall be the property of
XXXX.

00. UTILIZATION OF EQUIPMENT. UDLP will cooperate with other tenants of
NOSL by subcontracting with respect to using certain under-utilized pieces of
Personal Property; provided,

however, such cooperation shall not (i) require UDLP to incur any capital or
other expenditure to acquire or remove equipment or (ii) unreasonably interfere
with UDLP's production and/or utilization of said equipment. UDLP will
cooperate with the LRA to establish the Workforce Development Training Center at
NOSL and will assist in the providing of "hands on" training.

13. TRANSITION IMPROVEMENTS. UDLP shall perform the transition
improvements required to promote privatization in place at NOSL with respect to
the Primary Premises, listed on EXHIBIT C, and in accordance with the provisions
of Paragraph 5 of the Agreement and as set forth in Appendix Table C-1 of the
NOSL Facility Privatization and Reuse Plan, dated April 17, 1996, a copy of
which is attached as EXHIBIT F to the Agreement. The transition improvements
shall be performed to the Primary Premises n accordance with the Priority set
forth in Appendix Table C-1 aforesaid; provided, however, Priority 3 transition
improvements shall not be required to be performed unless this Sublease is in
effect for a total or more than five (5) years or if such transition
improvements are required under Paragraph 6 of the Lease. The transition
improvements with respect to the Primary Premises shall be performed at the sole
cost and expense of UDLP; provided, however, nothing herein shall deem to
prejudice any right of UDLP to seek reimbursement of such expenses under the
workload contracts, and other contract, agreement or law. The estimated costs
set forth on EXHIBIT F to the Agreement represent the LRA's current best
estimate of the costs for such transition improvements. It is parties' intent
that all such transition improvements be performed in as cost effective a manner
as possible in accordance with all applicable laws, rules, regulations,
ordinances and codes.

14. PERMITS AND LICENSES. UDLP shall obtain all necessary permits and
licenses to carry on its operations at NOSL after the Hot Turnover Date
including, without limitation, the environmental permits required by Paragraph
13.2 of the Lease. The LRA will use its best efforts to assist UDLP in
obtaining such permits and licenses.

15. INCENTIVES. The LRA will use its best efforts to assist UDLP in
obtaining available monetary, tax and other incentives from local, state and
federal governmental authorities and/or agencies.

16. ENVIRONMENTAL MATTERS.

A. DEFINED TERMS. As used in the Sublease, the following terms
shall have the meanings set forth below:

[1] "CERCLA" shall mean the Comprehensive Environmental
Compensation, and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986, 42 USC 9601 ET. SEQ.

[2] "Damages" shall mean all damages, and includes, without
limitation, punitive damages, liabilities, costs, losses, fines, penalties,
demands, claims, personal injury, property damage, cost recovery actions,
lawsuits, administrative proceedings, orders, response action costs,
compliance costs, investigation, operation or

monitoring expenses, reasonable consultant fees, reasonable attorneys' and
paralegals' fees, and litigation expenses.

[3] "Environmental Assessments" shall mean the inspections and
reports as to environmental matters pertaining to NOSL including, without
limitation, the Environmental Baseline Survey prepared by Xxxxx & Root
Environmental, dated December 1995 for the Navy, and the RCRA Facility
Investigation and the RCRA Facility Assessment.

[4] "Environmental Claim" shall mean any investigation, notice,
violation, demand, allegation, action, suit, injunction, judgment, order,
consent decree, lien, proceeding, complaint, or claim (whether
administrative, judicial, or private in nature) arising (a) pursuant to, or
in connection with, an actual violation of or an alleged violation asserted
by a Governmental Authority or private party of any Environmental Law, (b)
in connection with any Hazardous Material or any Hazardous Material
Activity, (c) from any abatement, removal, remedial, corrective, or other
response action in connection with a Hazardous Material or Environmental
Law or (d) from any actual damage, injury, threat, or harm to the
environment.

[5] "Environmental Law" shall mean any current Legal Requirement
pertaining to (a) the protection of the environment, (b) the protection or
use of surface water and groundwater, (c) the management, manufacture,
possession, presence, use, generation, transportation, treatment, storage,
disposal, Release, threatened Release, abatement, removal, remediation or
handling of, or exposure to, any Hazardous Material or (d) pollution
(including any Release to air, land, surface water, and groundwater), and
includes, without limitation, CERCLA, RCRA, Federal Water Pollution Control
Act, as amended by the Clean Water Act of 1977, 33 USC 1251, et. seq.,
Clean Air Act of 1966, as amended, 42 USC 7401 et. seq., Toxic Substances
Control Act of 1976, 15 USC 2601 et. seq., Hazardous Materials
transportation Act, 49 USC 1801 et. seq., Oil Pollution Act of 1990, 33 USC
2701 et. seq., Emergency Planning and Community Right-to-Know Act of 1986,
42 USC 11001 et. seq., National Environmental Policy Act of 1969, 42 USC
4321 ET. SEQ., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f)
ET. SEQ. all other applicable Federal, state and local environmental laws,
regulations and standards.

[6] "Environmental Performance Provisions" shall mean the
provisions of Paragraph 13 of the Lease.

[7] "Governmental Authority" shall mean any federal, state,
regional, county, or local person or body having governmental or
quasi-governmental authority or subdivision thereof.

[8] "Hazardous Material" shall mean any material classified as a
"hazarded substance" pursuant to CERCLA, as well as any hazardous, solid or
special waste, any pollutant or toxic substance, or other regulated
material under any other

Environmental Law, and any substance that constitutes or contains gasoline,
diesel fuel or other petroleum hydrocarbons or products or their common
chemical constituents.

[9] "Hazardous Material Activity" shall mean any activity,
event, or occurrence involving a Hazardous Material, including, without
limitation, the manufacture, possession, presence, use, generation,
transportation, treatment, storage, disposal, release, abatement, removal,
remediation, handling of or corrective or response action to any Hazardous
Material.

[10] "Legal Requirements" shall mean any treaty, convention,
statute, law, regulation, ordinance, Governmental Approval, Injunction,
judgment, order, consent decree, or other requirement of any Governmental
Authority.

[11] 'RCRA" shall mean the Solid Waste Disposal Act, as amended
by the Resource Conservation and Recovery Act of 1976 and Hazardous and
Solid Waste Amendments of 1984, 42 USC 6901 ET. SEQ.

[12] "Release" shall mean any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, or disposing into the environment, including, without limitation,
the abandonment or discarding of barrels, drums, containers, tanks, and
other receptacles containing any hazardous Materials.

B. UDLP'S INDEMNIFICATION OF THE XXX

[1] As used herein, the term "Post-occupancy Condition" shall
mean any activity, omission, event, occurrence, Release, or condition that
was created, caused or contributed to by UDLP, or, to any extent, resulted
from the operation of UDLP's business at the NOSL after the Hot Turnover
Date.

[2] UDLP shall indemnify and hold harmless, the LRA from any
Damages and Environmental Claims to the extent they arise from a
Post-occupancy Condition related to the use production, generation,
storage, treatment, disposal, sale, transfer, transportation or Release of
any Hazardous Material at NOSL by UDLP.

[3] Notwithstanding the above, this indemnification extends only
to that portion of any activities, occurrences, omissions, events, Releases
or conditions created, caused or contributed to by UDLP, its employees,
agents, servants, guests, invitees, and subcontractors.

C. INDEMNIFICATION PROCEDURES.

[1] The LRA shall provide a written and reasonably detailed
notice (the "Indemnity Notice") to UDLP promptly and no later than thirty
(30) days after first learning of facts or circumstances which could
reasonably be anticipated to provide the basis of a claim for
indemnification (the "Indemnity Claim"), provided that an untimely

Indemnity Notice shall not bar an Indemnity Claim but shall reduce the
UDLP's liability to the extent the delay increases the amount or magnitude
of the Indemnity Claim or to the extent that UDLP's ability to defend the
Indemnity Claim is prejudiced thereby.

[2] UDLP shall have the right to control the defense, response,
proceedings, and any settlement for an Indemnity Claim which arises from a
claim or demand by third party (a "Thirty Party Claim"). No later than ten
(10) days after its receipt of the Indemnity Notice (the "Election Date"),
UDLP shall notify the LRA whether UDLP elects to defend the LRA against the
Third Party Claim. During said ten (10) day period, the LRA may file at
UDLP's expense any pleading the LRA reasonably deems necessary to protect
its interests, provided that such pleading does not result in an adverse
final conclusion of the Third Party Claim or prejudice UDLP's ability to
defend the Third Party Claim.

[3] If UDLP elects by the Election Date to control the defense,
response, proceedings, and any settlement for any Third Party Claim, then

[a] UDLP shall diligently pursue a final conclusion as it
determines to be appropriate.

[b] The LRA shall have the right to monitor and participate
in the defense of the Third Party Claim at its expense; and

[c] UDLP and the LRA shall cooperate reasonably, including
as to contested claims, counterclaims, availability of witnesses and
documents.

[4] If UDLP [i] does not elect by the election date to control
the defense, response, proceedings, and any settlement for any Third Party
Claim or [ii] elects by the Election Period to do so, but fails to
diligently pursue a final conclusion, then:

[a] The LRA shall control the defense, response,
proceedings, and any settlement and shall diligently pursue a final
conclusion as it determines to be appropriate; and,

[b] The LRA shall not consent to any judgment or enter into
any settlement without the written consent of UDLP, which shall not be
unreasonably withheld.

[5] If the Indemnity Claim is not a Third Party Claim, then by
the Election date UDLP shall deliver written notice to the LRA specifying
any dispute of the Indemnity Claim and the basis for any such dispute;
provided, however, that the failure of UDLP to deliver such notice shall
not affect its ability to later dispute its liability for the Indemnity
Claim. If the parties are unable to resolve any such dispute, then the
parties

shall have all rights and remedies at law or equity, including the right to
commence an action to resolve the dispute.

[6] Any part of the defense, response, proceedings, or
settlement for an Indemnity Claim which involves investigation, study,
sampling, testing, abatement, cleanup, removal, remediation, or other
response action ("Response Action") to remove, remediate, clean up, or
xxxxx any Release, or disposal or Hazardous Materials or a violation of
Environmental Laws shall be conducted in accordance with the Response
Action procedures set forth in D below.

D. RESPONSE ACTION PROCEDURES (UDLP's INDEMNIFICATION OF THE LRA).

[1] The following procedures apply to any Response Action within
the scope of UDLP's indemnification of the LRA ("Indemnified Response").

[a] UDLP shall have the right to implement and control in
accordance with any applicable Environmental Law any Indemnified
Response which may arise;

[b] UDLP shall select one or more environmental engineers
or consultants subject to the reasonable approval of the LRA
("Approved Environmental Consultant") to plan, conduct, coordinate,
and supervise any Indemnified Response which may arise;

[c] UDLP shall arrange for an Approved UDLP Environmental
Consultant to prepare in compliance with any Applicable Environmental
Law a Response Action Plan for an UDLP's Indemnified Response, which
Response Action Plan shall be designed to (a) achieve compliance with
applicable Environmental Laws, (b) minimize the disruption of
operations at NOSL and, (c), in the absence of corrective action or
cleanup level specifications required by applicable Environmental Laws
or Governmental Authority, contain such specifications as reasonably
determined to be practicable by and Approved UDLP Environmental
Consultant;

[d] The LRA shall have the right reasonably to monitor any
Response Action at its own cost and expense. UDLP shall provide a
reasonable opportunity to the LRA for review and comment in advance of
each final Response Action Plan, material Response Action and material
filing with an applicable Governmental Authority. UDLP shall
reasonably address any timely received comment of the LRA, but the
final decision as to any action in connection with the Response Action
Plan, material Response Action or material filing shall be made by
UDLP;

[e] Each party shall timely provide to the other any
information or document concerning any Indemnified Response reasonably
requested in writing by the other;

[f] If UDLP implements and controls the Indemnified
Response, then UDLP shall have no liability for any costs or expenses
incurred by the LRA in connection with the Indemnified Response,
including but not limited to costs incurred in overseeing, monitoring,
reviewing and commenting on the Indemnified Response.

E. ENVIRONMENTAL PROTECTION PROVISIONS. UDLP shall comply with all
of the Environmental Protection Provisions of the Lease applicable to it as
a Sublease all as set forth in Paragraph 13 of the Lease.

F. Conflicting Protections. In the event of any conflicts between a
provision of this Section 15 and a provision of Paragraph 14 of the Lease
or Part A of EXHIBIT F to the Lease, Paragraph 14 of the Lease and part A
of EXHIBIT F to the Lease shall take precedence.

17. COMPLIANCE WITH LAW. In addition to the requirements of Paragraph 13
of the Lease, UDLP shall comply with all Federal, state and local laws, rules,
regulations and standards which are applicable to the operations of UDLP and its
occupancy of the Leased Property now or hereafter on or about the same existing
at any time during the continuance of this Sublease.

18. DEFAULT. If either party shall be in default in the observance or
performance of any covenant or agreement under this Sublease, including, but not
limited to, the default in the covenant to pay rent, the non-defaulting party
shall give defaulting party notice in writing of the default. Except with
respect to the payment of rent under Section 5 of this Sublease, defaulting
party shall have thirty (30) days after such notice is received to remedy the
default. if defaulting party has not remedied the default within said thirty
(30) days or if defaulting party has not begun, in good faith, to undertake
diligently to remedy the same, within said thirty (30) day period then, the
non-defaulting party shall have the right to terminate this Sublease without
further shall have the right to terminate this Sublease without further notice
to defaulting party, but such termination shall not deprive the non-defaulting
party of any other remedy or action provided by law for the recovery of
possession, rent, damages or equitable relief occasioned by the default. If the
default is with respect to the payment of rent, the LRA shall give UDLP notice
in writing of such default, and UDLP shall have five (5) days after such notice
is received to remedy such default. If the default consists of the failure to
pay rent and UDLP has not remedied the same within said five (5) day cure
period, then, the LRA shall have the right to terminate this Sublease without
further notice to UDLP, but such termination shall not deprive the LRA of any
other remedy or action provided by law for the recovery of possession, rent and
damages occasioned by the default. UDLP shall pay the LRA all costs and charges
incurred in enforcing this Section of the Sublease in collecting delinquent
rent, including reasonable fees of attorneys employees by the LRA in connection
with such enforcement.

19. COORDINATION OF NOSL FACILITY SERVICES. Notwithstanding the separate
obligations of UDLP to pay (A) for all utilities servicing the Leased Property
as set forth in Section 10 hereof, (B) for the costs of maintaining all
buildings and improvements within the Leased Property as set forth in Section 10
hereof and (C) the costs to maintain the Personal Property as set forth in
Section 11 hereof, the LRA and UDLP agree that it may be in their respective
economic best interests to provide for the payment of such items on a pro rata
basis as the part of a collective operations and Maintenance Contract which may
include the LRA, UDLP, HMSC and the navy operations at NOSL. In such event, the
requirements of Section 10 of this Sublease shall be deemed to be satisfied if
UDLP shall pay the costs associated with such Operations and Maintenance
Contract on a pro rata basis, and this Sublease shall be so amended to reflect
the same. The LRA shall be entitled to a contract administration fee equal to
five percent (5%) of the gross amount of the Operations and Maintenance Contract
for its administration of same.

20. ARBITRATION. All claims, disputes and other matters in question
arising out of, or relating to, this Sublease or the Sublease or the breach
thereof, that have not been resolved amicably by the parties, including, without
limitation, those matters set forth in Section 18 hereof, shall be decided by
arbitration in accordance with KRS Chapter 417 and the Rules of the American
Arbitration Association as existing, from time to time, unless the parties agree
otherwise. Each of the parties may nominate one arbitrator, and the two
arbitrators nominated by the parties shall select a third arbitrator from a list
submitted by the American Arbitration Association. The decision of the panel of
arbitrators shall be final and binding, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof. The
award shall be in writing and signed by the arbitrators joining in the award.
The arbitrators shall deliver a copy of the award to each party by certified
mail, return receipt requested. The panel of arbitrators shall deliver its
award within jurisdiction thirty (30) days of the submission to it; provided,
however, this time period may be shortened or extended by the mutual agreement
of the parties. Prior to filing a demand for arbitration, the complaining party
shall file a written notice to the other party setting forth the claims,
disputes or other matters in question, and the parties shall meet within seven
(7) days thereafter to attempt to resolve their differences, and the party to
whom such notice was delivered shall render its decision, in writing, concerning
the claim, dispute or other matters in question within seven (7) days following
such meeting. Notice of the demand for arbitration shall be filed in writing
with the other party to the Sublease and with the American Arbitration
Association within seven (7) days following receipt of the written answer as set
forth in the preceding sentence.

21. AUTHORITY. Each party represents and warrants to the other party that
it has the authority to enter into this Sublease without the prior written
consent or approval of any other person or entity, that the person executing
this Sublease for such party has been duly authorized to execute the same and
that this Sublease shall be binding upon such party in accordance with its
respective terms.

22. LIMITATION ON DAMAGES. Except with respect to Damages and/or
Environmental Claims, as defined in Section 16 hereof, in no event shall either
party be liable to the other party for any indirect, special, consequential,
incidental, multiple, exemplary or punitive damages with

respect to any dispute or claim which may arise between the parties in
connection with this Sublease or its performance by either party; provided,
however, this Section shall not be construed to limit equitable or injunctive
relief against either party.

23. GENERAL PROVISIONS.

A. GOVERNING LAW. This Sublease is to be governed by and construed
in accordance with the laws of the Commonwealth of Kentucky.

B. PARAGRAPH HEADINGS. The headings of the several paragraphs of
this Sublease are inserted solely for the convenience of reference and are not a
part of and are not intended to govern, limit or aid in the construction of any
term or provision hereof.

C. NOTICES. All notices, requests and other communications
hereunder shall be in writing and shall be deemed to have been given if
personally delivered, sent by facsimile transmission or sent by certified mail,
return receipt requested and postage prepaid, addressed to:

LRA: Louisville/Jefferson County Redevelopment Authority, Inc.
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: President

Copy to: Xxxxxx X. Xxxxx, xx.
Xxxxx, Tarrant & Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000

UDLP: United Defense L.P.
000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx

Copy to: X.X. Xxxxxx
United Defense LP
0000 Xxxx Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000

Copy to: Xx. Xxxxxxx X. Xxxxxxxx
Xxxxxxxx, Xxxxxxxx & Xxxxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000

All notices, requests and other communications shall be deemed received on the
date of actual receipt thereof. Either party may change the address or the
designation to which notices are sent under this Section by providing the other
party written notice thereof as provided for herein.

D. SEVERABILITY. If any provision of this Sublease or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to the other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law in order
to preserve the essential purpose of the Agreement.

E. FURTHER ASSURANCES. Each party hereto agrees to do all acts and
things and to make, execute and deliver such written instruments as shall be
reasonably necessary to carry out the terms and provisions of this Agreement;
provided, however, that the party to whom a request is made to make, execute or
deliver such documents or to perform such additional acts shall not be liable
for any additional costs as a result thereof.

F. OTHER PARTIES. Nothing in this Sublease shall be construed as
giving any person, firm, corporation or other entity, other than the parties
hereto, their successors and assigns, any rights, remedy or claim under or in
respect to this Agreement or any provision thereof.

G. TIME IS OF THE ESSENCE. Time is of the essence with respect to
the performance by the parties of their obligations under this Sublease.

H. COUNTERPART COPIES. This Sublease may be executed in several
counterparts each and every one of which shall be deemed to be an original.

I. NO ASSIGNMENT BY UDLP. UDLP may not assign, sell, convey or
otherwise transfer its rights under this Sublease without the prior written
consent of the LRA; provided, however, no such consent shall be required for any
transfer (i) to another controlled affiliate of FMC Corporation or (ii) to any
entity which is acquiring substantially all of the assets of UDLP; provided,
further, with respect to such assignee no such assignment shall affect the
rights or obligations of the LRA or any assignee hereunder; and, provided,
further, such assignment shall contain no conditions which in any way relieve
the assignee from assuming and being bound to complete the balance of the
Sublease as it exists on the date of assignment as if such assignee had been an
original signatory hereto. Any such assignment shall be subject to Paragraph
5.1 of the Lease.

J. AMENDMENTS. This Sublease may be amended by the parties at any
time.

K. CONFLICTING PROVISIONS. In the event of any conflict between a
provision in this Sublease and a provision in the Agreement, the provision in
this Sublease shall take precedence.

L. COMPLETE AGREEMENT. This Sublease contains the entire
understanding between the parties with respect to matters set forth herein, and
no prior stipulation, agreement or understanding, verbal or otherwise, between
the parties, or their agents, shall be valid or enforceable unless embodied in
the provisions of this Sublease.

M. WAIVER. No waiver of any provision of this sublease shall be
valid and binding unless in writing and executed in the same manner as the
execution of this Sublease.

IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of
the 19th day of August, 1996 but actually on the date below each signature.

LOUISVILLE/JEFFERSON COUNTY
REDEVELOPMENT AUTHORITY, INC.,
a Kentucky non-profit, non-stock corporation
and local redevelopment authority

By: /s/ Xxxxx Xxxxxx, III
---------------------------------------------
Xxxxx Xxxxxx, III, President
Date: 19 August, 1996

UNITED DEFENSE L.P., a Delaware
limited partnership

By: /s/ Xxxxxxxxx X. Xxxxxxx
---------------------------------------------
Title: Vice President and General Manager

Date: 19 August, 1996

The undersigned, a duly authorized officer of FMC
Corporation, a Delaware Corporation, General
Partner in United Defense L.P. hereby attests and
certifies that Xxxxxxxxx X. Xxxxxxx, Vice
President and General Manager of United Defense
L.P. has been delegated the requisite authority by
and on behalf of FMC Corporation to bind United
Defense L.P. to this Sublease in all respects.

FMC CORPORATION, a Delaware
corporation, General Partner

By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------

Title: Assistant Secretary

Date: 19 August, 1996

PRIMARY PREMISES

EXHIBIT C

--------------------------------------------------------------------------------
Building No. Square Footage
------------ --------------
A 141,139
B 123,284
C 124,998
D 104,990
E South utility area 5,100
0 2,927
23 518
31 1,608
41 518
48 15,817
51 4,148
52 4,148
55 ______
56 ______
62 27
65 4,288
66 4,288
74 6,153
81 566
85 843
87A 3,850
90 5,095
92 4,786
93 4,480
100 259
101 292
103 ______
111 675
113 4,480
120 1,500
125 374
126 374
127 374
128 70
135 500
Oxygen Tank ______
Tanks 60, 61, 95, 98 and 138
Ammonia Tank (West of G)

--------------------------------------------------------------------------------
Nitrogen Tank (West of G)
--------------------------------------------------------------------------------
T31
--------------------------------------------------------------------------------

Square Footage
--------------

19 August 1996 - 31 December 1997 1,042,818 sq. ft.*

1 January 1998 - 31 December 1998 776,798 sq. ft.**

1 January 1999 - 31 December 1999 632,012 sq. ft.

1 January 2000 - 31 December 2000 632,012 sq. ft.

1 January 2001 - 18 August 2001 632,012 sq. ft.

* Will be reduced by 107,504 square feet as to Building G sixty (60) days
after the building is vacated, if vacated before 31 December 1997.

** Will be reduced by 144,786 square feet as to Building F sixty (60) days
after the building is vacated, if vacated before 31 December 1998.

EXHIBIT A

PRIVATIZATION CONTRACTOR AGREEMENT

THIS PRIVATIZATION CONTRACTOR AGREEMENT is made and entered into as of
the 19th day of August, 1996, by and between LOUISVILLE/JEFFERSON COUNTY
REDEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock corporation and
local redevelopment authority ("LRA") , with a mailing address of Suite 400, 000
Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 and UNITED DEFENSE L.P. ("UDLP"), a
Delaware limited partnership comprised of the BMY Combat System Division of
Harsco Corporation, a Delaware corporation, and the Defense Systems Group of FMC
Corporation, a Delaware corporation, with a mailing address of 0000 Xxxx Xxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000.

W I T N E S S E T H:

WHEREAS, the Base Realignment and Closure Commission, as hereinafter
defined, selected the Naval Ordnance Station, Louisville, a division of the
Naval Surface Warfare Center ("NOSL"), for closure and privatization in place of
the repair, overhaul and remanufacturing work currently being performed by the
United States Navy (the "Navy") at NOSL; and

WHEREAS, UDLP has made a proposal to the LRA with respect to the
privatization of a portion of the repair, overhaul and remanufacturing work
currently being performed at NOSL, and the LRA has selected UDLP as a
privatization contractor for NOSL in accordance with the terms and conditions
set forth herein.

NOW, THEREFORE, for an in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

1. DEFINITIONS. For purposes of this Agreement, as hereinafter
defined, the following words and./or terms shall have the meanings set forth
below and such meaning shall take precedence:

A. "AAV" shall mean the Amphibious Assault Vehicle designed and
built by UDLP for the United States Marine Corps.

B. "Act: shall mean the Defense Base Closure and Realignment Act of
1990, Pub. L. Xx. 000-000, 000 Xxxxx, 0000, 00 X.X.X. 0000, as amended, from
time to time.

C. "Agreement" shall mean this Privatization Contractor Agreement,
as amended, from time to time.

D. "Best Efforts: shall mean UDLP's commitment of business
resources, including monetary and personnel resources, sufficient to accord a
high probability of success to the matter in respect of which such commitment is
made, provided, however, that such commitment shall not impair or limit in any
way UDLP's ability to negotiate contracts with its customers and suppliers
containing prices and other terms acceptable to UDLP. It is expressly
understood by the parties that this Agreement does not impose a fiduciary
standard on either party and, notwithstanding the use of the term "best
efforts", no fiduciary relationship exists between the parties to this
Agreement. The only standard governing the conduct of the parties under this
Agreement is one of good faith and fair dealing. Additionally, the parties
agree the term "best efforts" shall not mean or be defined as in the case of IN
RE XXXXX XXXXXXXXX XXXXX, 6 Bankr. 876, 6 Bankr. Ct. Dec. (CRR) 1272 (1980).

E. "BRAC" shall mean the Base Realignment and Closure Commission as
established under the Act.

F. "CIWS" shall mean the Gun Center of Excellence to be established
by the LRA at NOSL.

G. "Center" shall mean the Gun Center of Excellence to be
established by the LRA at NOSL.

H. "Core Jobs" shall mean the jobs at NOSL for which employees will
be hired within four (4) months of the Hot Turnover Date, as set out in Section
9 hereof. Core Jobs does not include jobs for which employees will be hired on
or after the Hot Turnover Date to perform the Additional Work.

I. "FOTS" shall mean the Follow-On Technical Support repair and
overhaul of guns and other equipment for use on ships which have been or will be
transferred by the Navy to foreign government navies.

J. "HMSC" shall mean Xxxxxx Missile Systems Company, a Delaware
corporation.

K. "Hot Turnover Date" shall mean the date upon which the
privatization in place at NOSL begins, and NOSL is turned over operationally by
the Navy to the LRA which date is scheduled to be 19 August 1996 or such later
date as determined by the Navy.

L. "NSFS" shall mean the Naval Surface Fire Support program
involving the xxxx 45 gun upgrade.

M. "Non-CIWS Work" shall mean all of the repair, overhaul and
remanufacturing work to be performed for the Navy by UDLP at NOSL which work
does not include the CIWS, RAM and TAS work to be performed by HMSC at NOSL..
The Non-CIWS

work performed at NOSL is set forth on EXHIBIT A which is attached hereto and
incorporated herein by reference.

N. "OEM" shall mean the Original Equipment Manufacturer for the
Navy.

O. "Union" shall mean Local Lodge 830 of the International
Association of Machinists and Aerospace Workers, AFL-CIO.
P. "Preferential Hiring Treatment" shall mean giving the right of
first refusal to fill job openings to former NOSL employees who are qualified
for such jobs and who were laid off as a result of the Navy Closing of NOSL.

Q. "RAM" shall mean the Rolling Airframe Missile system repair,
overhaul and remanufacturing work to be performed at NOSL. The OEM for RAM is
HMSC.

R. "Sublease" shall mean the sublease by and between the LRA and
UDLP to be entered into contemporaneously with this Agreement.

S. "TAS" shall mean the xxxx 23 Target Acquisition System repair,
overhaul and remanufacturing work currently being performed at NOSL. The OEM
for TAS is represented by HMSC.

2. HISTORICAL INFORMATION. NOSL was opened by the Navy in 1941 to
provide depot-level maintenance, overhaul, repair and remanufacturing of small
to large caliber naval guns and gun weapon systems. NOSL is the only remaining
full-service gun and gun weapons system facility in the United States. NOSL
encompasses 92 buildings on 142 acres, more or less, which include a total of
approximately 1,630,000 square feet of production, administrative, supply and
miscellaneous support space. In response to the BRAC recommendation that NOSL
be placed on the 1995 base closure list, the LRA was established to privatize in
place the workload at NOSL. In support of the privatization in place of NOSL,
UDLP and the City of Louisville and Jefferson County entered into a Cooperative
Agreement, dated 3 June 1995 (the "Cooperative Agreement"), in that regard.

3. SELECTION OF UDLP. On 7 March 1996 the LRA designated UDLP to be the
privatization contractor at NOSL to privatize in place the Non-CIWS Work at NOSL
subject to negotiation of a mutually acceptable agreement between the LRA and
UDLP. On March 12, 1996 the LRA notified the Navy of the selection of UDLP as a
privatization contractor at NOSL by facsimile transmission, a copy of which is
attached hereto as EXHIBIT D and incorporated herein by reference.

4. UDLP COMMITMENT TO CENTER. UDLP commits to establishment of the
Center as a world-class gun facility and will use its best efforts to cause the
Center to be successful.. UDLP's "best efforts" shall be governed by the
definition as set forth in Section 1.D. above and will include publicizing the
establishment of the Center in trade publications, and directing the work
planned for the Center described in EXHIBIT C, which is attached hereto and
incorporated herein by reference, to NOSL. UDLP commits to use its best efforts
to seek a

business relationship with United Parcel Service ("UPS") for the purpose of
establishing a regional, national, and international defense equipment logistics
and maintenance hub at NOSL and, consistent with Section 1.D. above, to commit
sufficient business resources to the relationship to give it a high probability
of success.

5. TRANSITION COSTS. UDLP agrees that, as between the LRA and UDLP, and
without limiting UDLP's ability to recover such costs from the navy and/or other
agency of the U.S. Government, UDLP will be responsible for all transition costs
associated with the performance of the transition improvements as required to be
performed pursuant to Section 13 of the Sublease.

6. EQUITABLE TREATMENT OF RETIREMENT ISSUES. UDLP agrees to use its best
efforts and will cooperate with the LRA in its attempt to find a reasonable
legislative or nonlegislative solution to the retirement benefits issues with
respect to current NOSL employees: provided, however, and subject to any
collective bargaining agreement between UDLP and the Union, it is understood
that UDLP shall have no obligation to pay such retirement benefits paid to
similarly situated employees at other UDLP operations; and provided, further, it
is understood that years of government service will not be used for purposes of
calculating the amount of such benefits.

7. RECOGNITION OF UNION. UDLP reasonably expect to fill a majority of
its Production and Maintenance openings with employees from the bargaining unit
currently represented by the Union. Therefore, UDLP will recognize the Union as
the exclusive bargaining agent for the classifications described below when UDLP
becomes the Employer of record. UDLP will recognize the bargaining unit as all
Production and Maintenance employees excluding Programming, Tool Design, Quality
Assurance, Environmental, guards, supervisors as defined by the National Labor
Relations Act, office and clerical personnel, confidential, professional
employees and all salaried personnel. UDLP agrees to negotiate in good faith
with the Union to reach an agreement concerning the terms and conditions of
employment for members of the bargaining unit of UDLP at NOSL.

8. WAGES AND BENEFITS. UDLP agrees that the wages to be paid to
employees within the UDLP bargaining unit at NOSL will not be less than the
current wages paid to such employees as of the Hot Turnover Date. UDLP agrees
to provide benefits to employees within the UDLP bargaining unit which are
substantially equivalent to the benefits provided by UDLP to its other hourly
employees. UDLP agrees to grant vesting credit to all current employees of NOSL
hired by UDLP for purposes of vesting under pension and/or retirement benefit
plans provided to bargaining unit employees of UDLP at NOSL. (Vesting means
eligibility for the benefit only; years of government service will not be used
for purposes of calculating the amount of the pension benefit.)

9. COMPLEMENT OF EMPLOYEES. As of the Hot Turnover Date, UDLP agrees
that it will give current employees of NOSL Preferential Hiring Treatment, and
that it will hire a minimum of 397 employees from the current NOSL work force to
perform core gun work and other work at NOSL as of the Hot Turnover Date. As of
the Hot Turnover Date, UDLP will

hire (a) an additional 25 employees from the current work force at NOSL to
perform the plating operations at NOSL; (b) an additional 50 employees from the
current work force at NOSL to perform supply services; and (c) an additional 90
employees from the current work force at NOSL to perform engineering services
relating to the current gun work and other work to be privatized by UDLP at
NOSL. In the aggregate, and as listed as Core Jobs on EXHIBIT B, which is
attached hereto and incorporated herein by reference, UDLP will hire a minimum
of 562 employees from the current NOSL work force as of the Hot Turnover Date to
perform the work described in this Section 9 subject to the future agreement
between the LRA, UDLP and the Navy as to the privatization of jobs referenced in
Section 9(b) and (c) hereof.

10. COMMITMENT FOR ADDITIONAL WORK AT NOSL. As set forth on EXHIBIT B AND
C, UDLP agrees to perform the following categories of work at NOSL: (a) NSFS
engineering work on the MK 45 upgrade backfit; (b) new MK 45 machining work; (c)
MK 45 upgrade backfit work; (d) FOTS repair and overhaul of guns and other
equipment for use on ships which have been or will be transferred by the Navy to
foreign government navies; (e) AAV suspension upgrade work to be performed for
the United States Marine Corps; (f) new MK 96 patrol craft gun work; and (g) the
proposed UDLP/UPS defense equipment logistics and maintenance hub at NOSL as
described in Section 4 hereof. Items (a) through (g) as set forth on Exhibits B
and C are collectively referred to as "Additional Work." The estimated number
of employees to be hired by UDLP to perform the Additional Work commitment at
NOSL is set forth on EXHIBIT B. UDLP agrees that it will give Preferential
Hiring Treatment for the performance of Additional Work to former NOSL employees
who are laid off as a result of the Navy closing at NOSL. The individual
numbers of employees set forth on EXHIBIT B with respect to such Additional Work
constitutes UDLP's reasonable good faith projections as of 28 May 1996.

11. NO TRANSFER OF CORE JOBS FROM NOSL. UDLP agrees that all of the Core
Jobs referenced in Section 9 above shall remain at NOSL and will not be moved or
transferred to any other location by UDLP. UDLP shall use its best efforts and
will encourage the Navy program manager(s) for the Non-CIWS Work to keep all
such Core Jobs at NOSL.

12. NO COMPETITION BY MINNEAPOLIS. UDLP currently operates a facility in
Minneapolis which has the capacity for competing directly with NOSL. UDLP
agrees unconditionally that it will not compete for NON-CIWS Work or the
Additional Work, as described in Sections 9 and 10 above, at Minneapolis. This
provision is not intended to conflict with any prior written agreements which
UDLP has with any labor organizations or any other written agreements which UDLP
currently has.

13. PLATING FUNCTION. UDLP agrees to operate the plating operation
currently operate at NOSL until such time as a commercial plating company,
acceptable to UDLP and the LRA, is selected by the LRA to become the permanent
operator of the plating facility. It is UDLP's intention to market the plating
facility aggressively and to establish a rapid turn around plating operation.
UDLP believes that the rapid turn around plating operation can be established in
conjunction with UPS whose cargo operations are located near NOSL.

14. INTERNATIONAL FLEET SUPPORT OFFICE. UDLP will establish an
International Fleet Support office at NOSL which will coordinate fleet needs for
UDLP privatized product lines at NOSL and will transfer a minimum of five (5)
UDLP employees to NOSL to staff this office.

15. SUBLEASE. In the case of any conflicting provisions between this
Agreement and the Sublease, the provisions in the Sublease shall be controlling
and shall take priority over the provisions of this Agreement.

16. COOPERATION. The LRA and UDLP, respectively, agree to cooperate with
each other with respect to matters covered by this Agreement. Each party will
provide reasonable assistance to the other party with respect to matters
involving the Navy. With respect to mutual issues concerning the Navy, the
parties will cooperate and present to the Navy a "united front."

17. DEFAULT. If either party shall be in default in the observance or
performance of any covenant or agreement hereunder, including, but not limited
to the default in the covenant to pay rent under the Sublease, the non-
defaulting party shall give to the defaulting party notice in writing of such
default. Except as to the payment of rent under the Sublease, the defaulting
party shall have thirty (30) days after such notice is received to remedy the
default or, if such default may not be remedied within said time period, the
defaulting party shall have begun, in good faith, to undertake to remedy such
default in as short a period of time as possible. An default regarding Section
9 or 10 of this Agreement (taking into account the related provisions hereof,
including but not limited to Sections 1.D., 19, and 24) shall (i) be callable
not more than once within any year (measured in terms of anniversaries from the
Hot Turnover Date), and (ii) not be deemed to occur unless the Total United
Defense Jobs, as projected by UDLP as EXHIBIT B, falls more than ten percent
(10%) below the level specified on EXHIBIT B. In the event that the defaulting
party fails to remedy such default, the non-defaulting party shall have the
right to terminate this Agreement and the Sublease, subject to any applicable
further requirements regarding Sublease termination as set forth in Section 8 of
EXHIBIT D, but such termination shall not deprive the non-defaulting party of
any other action or remedy provided by law for the recovery of damages
occasioned by such default.

18. FORCE MAJEURE. Neither party shall be liable for failure or delay inn
performance under this Agreement or the Sublease which is due to any cause or
occurrence beyond the reasonable control of the party who has failed or delayed
in its performance. Without limiting the generality of the foregoing, such
cause or occurrence shall include strike, lockout work stoppage, war or other
violence, inability to obtain materials and supplies, fire, flood, natural
causes, any laws, proclamation, regulation or action of the U.S. Government
(acting in its contractual or sovereign capacity), interruption of or delay in
transportation, and act of God. In the event of the happening of any such
contingency, the party affected shall give immediate notice thereof to the other
party but not later than two (2) business days after the management of the party
affected shall first become aware of such contingency and shall be relieved from
its performance under this Agreement and the Sublease until such contingency has
been eliminated

to the extent that the party affected has the ability to resume performance
under this Agreement and the Sublease.

19. ARBITRATION. All claims, disputes and other matters in question
arising out of, or relating to, this Agreement or the Sublease or the breach
thereof, that have not been resolved amicably by the parties, including, without
limitation, those matters set forth in Section 18 hereof, shall be decided by
arbitration in accordance with KRS Chapter 417 and the Rules of the American
Arbitration Association as existing, from time to time, unless the parties agree
otherwise. Each of the parties may nominate one arbitrator, and the two
arbitrators nominated by the parties shall select a third arbitrator from a list
submitted by the American Arbitration Association. The decision of the panel of
arbitrators shall be final and binding, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof. The
award shall be in writing and signed by the arbitrators joining in the award.
The arbitrators shall deliver a copy of the award to each party by certified
mail, return receipt requested. The panel of arbitrators shall deliver its
award within thirty (30) days of the submission to it; provided, however, this
time period may be shortened or extended by the mutual agreement of the parties.
Prior to filing a demand for arbitration, the complaining party shall file a
written notice to the other party setting forth the claims, disputes or other
matters in question, and the parties shall meet within seven (7) days thereafter
to attempt to resolve their differences, and the party to whom such notice was
delivered shall render its decision, in writing, concerning the claim, dispute
or other matters in question within seven (7) days following such meeting.
Notice of the demand for arbitration shall be filed in writing with the other
party to the Agreement and with the American Arbitration Association within
seven (7) days following receipt of the written answer as set forth in the
preceding sentence.

20. AUTHORITY. Each party represents and warrants to the other party that
it has the authority to enter into this Agreement without the prior written
consent or approval of any other person or entity, that the person executing
this Agreement for such party has been duly authorized to execute the same and
that this Agreement shall be binding upon such party in accordance with its
respective terms.

21. NO ASSIGNMENT BY UDLP. UDLP may not assign, sell, convey or otherwise
transfer its rights under this Agreement without the prior written consent of
the LRA; provided, however, no such consent shall be required for any transfer
(i) to another controlled affiliate of FMC Corporation or (ii) to any entity
which is acquiring substantially all of the assets of UDLP; provided, further,
with respect to such assignee no such assignment shall affect the rights or
obligations of the LRA or any assignee hereunder; and, provided, further, such
assignment shall contain no conditions which in any way relieve the assignee
from assuming and being bound to complete the balance of the Agreement as it
exists on the date of assignment as if such assignee had been an original
signatory hereto.

22. ENTIRE AGREEMENT. This Agreement supersedes all prior and
contemporaneous agreements and understanding, written or oral, between the
parties hereto with respect thereto. No claim of waiver, modification, consent
or acquiescence with respect to any of

the provisions of this Agreement shall be made against either party, except on
the basis of a written instrument executed by and on behalf of such parties.

23. UDLP CONTINGENCIES. The commitments and conditions herein as well s
those in the Sublease are subject to (i) the existence and application of
contracts covering the business committed to hereunder, (ii) the terms and
conditions of such contracts and (iii) any actions that may be taken by the U.S.
Government or any other customers that have a significant adverse impact on
UDLP's business; provided, however, UDLP shall use its best efforts to encourage
its customers to direct and/or retain Non-CIWS work and the Additional Work
specified herein at NOSL.

24. ENVIRONMENTAL RELEASE PRIOR TO HOT TURNOVER DATE. UDLP and the LRA
mutually release each other in perpetuity from any and all environmental
response action liability, remediation costs and damage to the environment or
natural resources resulting from or predicated upon hazardous substances,
pollutants, contaminants, toxic substances (including but not limited to
asbestos), petroleum or petroleum derivatives, as those terms are defined under
any law or regulation of the United States, Commonwealth of Kentucky, City of
Louisville or Jefferson County, (collectively referred to as "Environmental
Conditions") existing at or otherwise placed in or upon or disposed of at or
near NOSL prior to the Hot Turnover Date.

25. GENERAL RELEASE PRIOR TO HOT TURNOVER DATE. UDLP and the LRA mutually
release each other in perpetuity from all liability for injury, death, disease,
propety damage or loss, and any labor or employment-related claims or damages
caused by the acts of omissions of the Navy, its employees, servicemen or women,
subcontractors or suppliers, or business guests (other than UDLP or the LRA, or
their repective representatives, employees, or suppliers) at NOSL prior to the
Hot Turnover Date.

26. GOVERNING LAW. This Agreement is to be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky.

27. PARAGRAPH HEADINGS. The headings of the several paragraphs of this
Agreement are inserted solely for the convenience of reference and are not a
part of and are not intended to govern, limit or aid in the construction of any
term or provision hereof.

28. NOTICES. All notices, requests and other communications hereunder
shall be in writing and shall be deemed to have been given if personally
delivered, sent by facsimile transmission or sent by certified mail, return
receipt requested and postage prepaid, addressed to:

LRA: Louisville/Jefferson County Redevelopment Authority, Inc.
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: President

Copy to: Xxxxxx X. Xxxxx, Xx.

Xxxxx, Tarrant & Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000

UDLP: United Defense L.P.
000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx

Copy to: X.X. Xxxxxx
United Defense LP
0000 Xxxx Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000

Copy to: Xx. Xxxxxxx X. Xxxxxxxx
Xxxxxxxx, Xxxxxxxx & Xxxxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000

29. SEVERABILITY. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provisions
to the other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law in order to preserve the
essential purpose of the Agreement.

30. FURTHER ASSURANCES. Each party hereto agrees to do all acts and
things and to make, execute and deliver such written instruments as shall be
reasonably necessary to carry out the terms and provisions of this Agreement;
provided, however, that the party to whom a request is made to make, execute or
deliver such documents or to perform such additional acts shall not be liable
for any additional costs as a result thereof.

31. OTHER PARTIES. Nothing in this Agreement shall be construed as giving
any person, firm, corporation or other entity, other than the parties hereto,
their successors and assigns, any rights, remedy or claim under or in respect to
this Agreement or any provision thereof.

32. TIME IS OF THE ESSENCE. Time is of the essence with respect to the
performance by UDLP of its obligations under Section 9 of this Agreement.

33. COUNTERPART COPIES. This Agreement may be executed in several
counterparts each and every one of which shall be deemed to be an original.

34. LIMITATION ON DAMAGES. In no event shall either party be liable to
the other party for any indirect, special, consequential incidental, multiple,
exemplary or punitive damages with respect to any dispute or claim which may
arise between the parties in connection with this Agreement or its performance
by either party; provided, however, this Section shall not be construed to
limit equitable or injunctive relief against either party.

35. WAIVER OF CLAIMS. The LRA and UDLP hereby waive and agree not to
assert against each other any monetary claims, or other claims, action and/or
causes of action (collectively "Claims"), of any kind or nature, either known or
unknown, which either may have now or in the future may have against the other,
arising prior to the date of this Agreement, including as to the LRA, its
employees, its Board of Directors, the City of Louisville or Jefferson County,
and as to UDLP, its officers, employees and Board of Directors including its
partner corporations, including, without limitation, any Claims which either now
has with respect to the Cooperative Agreement, and the LRA and UDLP agree that
from this date forward the Cooperative Agreement shall be deemed to have been
fully satisfied and shall hereinafter be null, void and of no further legal
effect. In interpreting the preceding sentence, the parties specifically agree
that no Claim is waived or released in respect of any act or omission occurring
on or after the date of this Agreement, it being the parties' governing
intention that no Claim or other legal recourse of any nature is waived or
released in respect of this Agreement or the parties' obligations arising
thereunder or with respect thereto.

36. TERM AND TERMINATION. As set forth in Section 3 hereof, UDLP has been
selected as the privatization in place contractor for the Non-CIWS Work at NOSL
such Non-CIWS Work to be performed by UDLP under contract(s) with the Navy.
This Agreement and the Sublease shall be for one year beginning 19 August 1996
and ending 18 August 1997. This Agreement shall be renewed annually thereafter
by UDLP if the Sublease is renewed with the initial plus renewal terms of this
Agreement, in the aggregate, being coterminous with the length of the
contract(s) with the Navy for the Non-CIWS Work, all Additional Work (to the
extent UDLP is successful in using its best efforts to obtain the same) and all
other work obtained by UDLP under contract with the Navy, together with the
orderly cessation of UDLP's operations at the Center. Notwithstanding anything
to the contrary in this Section, it is the intention of the parties that the
equipment and space requirements provided by the LRA to UDLP under the Sublease
shall be as required by UDLP in order to perform all of its contracts with the
Navy for the Non-CIWS Work, the Additional Work and other work obtained by UDLP
from the Navy. The parties recognized that the various contracts between UDLP
and the Navy may be varied as to length. In the event that a specific
contract(s) with the Navy is proposed by UDLP to be performed at NOSL which
requires additional equipment and/or space, the LRA and UDLP agree to use their
respective best efforts to accommodate the performance of such contract(s) at
NOSL. In the event that the Navy decides to terminate contract(s) with UDLP for
specific work at NOSL, the LRA and UDLP will use their respective best efforts
to effectuate such termination with as little disruption to the remaining work
at NOSL as possible. In the event of any such termination by the Navy, UDLP
agrees to cooperate with the LRA, consistent with the terms of the Sublease,
with the transition to other privatization contractors.

37. CONDITION PRECEDENT. It is understood by the parties that a condition
precedent to the performance by either party of this Agreement on or after the
Hot Turnover Date is the receipt by each respective party of assurances,
satisfactory to each respective party, from the Navy that environmental
remediation will be performed at NOSL and that risk protection will be provided
by the Navy to the LRA, which risk protection will be provided to UDLP through
the Sublease, at such levels as will protect the LRA and UDLP, to their
respective satisfaction, with respect to third party (toxic tort) liability and
response action liability arising from related to or predicated upon any
Environmental Conditions existing at NOSL prior to the Hot Turnover Date.

38. NO ABROGATION OF AGREEMENT. Neither party shall abrogate any term or
condition of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 19 day of August, 1996 but actually on the date below each signature.

LOUISVILLE/JEFFERSON COUNTY REDEVELOPMENT
AUTHORITY, INC., a Kentucky non-profit,
non-stock corporation and local redevelopment
authority

By: /s/ Xxxxx Xxxxxx, III
---------------------------------------------
Xxxxx Xxxxxx, III, President

Date: 19 August, 1996

UNITED DEFENSE L.P., a Delaware limited
partnership

By: /s/ Xxxxxxxxx X. Xxxxxxx
---------------------------------------------

Title: Vice President and General Manager

Date: 19 August, 1996

General Manager of United Defense L.P. has
been delegated the requisite authority by and
on behalf of FMC Corporation to bind United
Defense L.P. to this Sublease in all
respects.

FMC CORPORATION, a Delaware corporation,
General Partner

By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------

Title: Assistant Secretary

Date: 19 August, 1996

EXHIBIT A

Non-CIWS Work performed at NOSL

Xxxx 45 5"/54 Gun Mount
-2J Cog, Mod 1, Mod 1 Ordalt Inst, Mod 1 Pier Side, Ordalt
Mfg., Ordalt Prototypes
Xxxx 75 76mm Gun System
-2J Cog, Overhauls, Pier Side Support
Gun Barrels
-for MK 45, Mk 42, Mk 75
Xxxx 19 Machine Gun
Xxxx 11 Salute Mount
Xxxx 68 20mm Mount
Xxxx 16 20mm Mount
Xxxx 2 81mm Mortar
Xxxx 4 60mm Mortar
Xxxx 15 CIWS (subcontract work to CIWS operator)
Xxxx 24 Target Designator Transmitter
Xxxx 79 Control Panel
Xxxx 10 Dummy Director
NAVICP 7H Cog Work
Xxxx 92 Fire Control System CASS/STIR Antenna
Xxxx 160 Gun Computing System
Xxxx 46 Optical Site
Xxxx 32 Surface Vessel Torpedo Tubes
*Xxxx 23 Target Acquisition System
NATO SeaSparrow Missile Launching System
Xxxx 36 Decoy Launching System
Xxxx 17 Turbine Pump Ejection System
Xxxx 19 Turbine Pump Ejection System
Xxxx 5 Terrier Launcher System
Ball Valves

*SUBJECT TO AGREEMENT BETWEEN LRA, UDLP ND HMSC

EXHIBIT B
---------

TOTAL UNITED DEFENSE JOBS AT LOUISVILLE

1996 1997 1998 1999 2000 2001 2002 2003

Privatized Guns Rep/Overhaul 240 240 190 215 185 195 195 195
Privatized Other Rep/Overhaul 157 157 127 142 122 132 132 132
Privatized Plating 25 25 25 25 25 25 25 25
Privatized Engineering* 90 90 90 90 90 90 90 90
Privatized Supply* 50 50 50 50 50 50 50 50
-- -- -- -- -- -- -- --
Subtotal - Core Jobs 562 562 482 522 472 492 492 492

New Intl Fleet Support Xxxxxx 0 0 0 0 0 0 0 0
Xxx XXXX Xx 45 Engineering 50 50 50 50 50 50 50 50
New FOTS 50 115 110 100 90 90 90 70
New Mk 45 Machining Work 15 30 30 30 30 30 30
New AAV Susp Upgrade 55 105 105 105 105 105 105
New Patrol Craft Gun (Mk 96) 30 50 50 50 50 50
New NSFS Mk45 Upgrade Bkft 240 240 240 240 240
Jobs from UDLP/UPS Partnrshp unk unk unk unk unk unk unk unk

TOTAL UNITED DEFENSE JOBS 667 802 812 1102 1042 1062 1062 1042

Other Jobs for Reference
-Xxxxxx CIWS 225 225 225 225 225 225 225 225
-Xxxxxx Prvtzd Engrg 60 60 60 60 60 60 60 60
-Navy Engineering 125 125 125 125 125 125 125 125
-DCMO 25 25 25 25 25 25 25 25
-Plating New Optr Increment 25 25 25 25 25 25
Total Non-UDLP Xxxx 435 435 460 460 460 460 460 460

TOTAL ALL JOBS 1102 1237 1272 1562 1502 1522 1522 1492
Best United Defense Projections as of 19 February 1996.

OTHER JOBS AT CENTER ARE SHOWN FOR REFERENCE

*Privatization of Engineering, General Services and Supply jobs is subject to
future agreement between the LRA, UDLP and the Navy.

UNITED DEFENSE PRIVATE

EXHIBIT C

UDLP ADDITIONAL WORK TO BE PERFORMED AT NOSL

Naval Surface Fire Support (NSFS)
This program is divided into two phases.

This 1st phase requires two guns to be upgraded as prototypes in 1996 for later
test. Any used gun which is required for prototyping will be inducted into the
NOSL facility, where disassembly and refurbishment operations will be conducted.
Any modification, new build, or reassembly and test operations will not be
conducted at the Center. No work on new guns which is required for the
prototyping phase will be conducted at the center. The Louisville work will
probably be started as organic Navy work at the Center and finished as UDLP
contract work there. The net job impact of this work after the Hot Turnover
Date is very small since the work must be completed in 1996.

The 2nd phase is planned to begin n 1999, when a Mk 45 gun backfitting program
will start. Current plans indicate that six guns will be upgraded yearly.
While not now in the budget, UDLP would expect to be successful in getting funds
programmed to do 60 total upgrades by 2010. Simultaneously, UDLP would be
building three new guns each year with the improved NSFS capability. UDLP would
do all the manufacturing work for the used guns at the Center (except for actual
modification kits).

The Mk 45 upgrade backfit portion of the NSFS program is expected to generate
240 new jobs at the Center beginning in 1999.

FOLLOW-ON TECHNICAL SUPPORT (FOTS)
This program is a 10 year long effort which is not now funded. VSE Corporation
doing business as a joint venture under the name BAV is expected to be the prime
contractor to the Navy. UDLP intents to be a subcontractor to VSE to perform
certain work.

The intended work which UDLP will conduct at the center is the normal repair,
overhaul and major maintenance of Navy ordnance systems which have historically
been done at NOSL. This work applies to classes of Navy surface combatants
which will be leased or otherwise conveyed to foreign navies and for which
appropriate work is contracted on the FOTS program.

The work UDLP will conduct at the Center will be on large items such as Mk 42
Naval Guns and Mk 112 ASROC Launchers. Each item for repair and overhual will
be separately evaluated for repair at pierside or at the Center.

The original FOTS prime contract was estimated by the US Navy to have a ceiling
value of $1 billion. UDLP estimates that 20% of the work under the contract
will be related to ordnance systems which can be repaired at the Center. This
works out to $20 million per year of work which could be done at the Center.
For market planning purposes, UDLP reduced this to $15

million yearly. Also for planning purposes, we assume 33% of the work is
out-sourced. This leaves jobs for about 110 new jobs at the Center beginning in
1997.

AMPHIBIOUS ASSAULT VEHICLE (AAV) SUSPENSION UPGRADE
UDLP designed and built all the Marine Corps' AAVs. About 1,300 vehicles exist.
They are the current primary means by which the Marines go ashore in an
amphibious action. A new amphibious vehicle (AAAV) is being developed by the
Marine Corps. The AAAV will not go to production until about 2006. One likely
possibility is that the Marine Corps will upgrade the AAV for use during the
next 10-15 years, until the AAAV comes on-line. In this case, the Marine Corps
will probably try to perform this upgrade themselves in the Albany, Georgia
Depot. A key part of the upgrade is a suspension improvements. UDLP will seek
to perform the suspension upgrade at the Center under a partnership arrangement
with the Albany Depot. Thus UDLP will propose to do the AAV Suspension Upgrade
at the Center.

It is UDLP's understanding that the AAV Suspension Upgrade is in the
Government's budget. UDLP believes it is programmed over 6 years beginning
1997, at a rate of 210 vehicles yearly. UDLP estimates that the new job impact
is 105 employees continuously, beginning in mid-1997.

MK 96 GUN
The Mk 96 gun is a stabilized small caliber gun mount used on patrol craft. It
was developed by NOSL. Only 18 such mounts will have been delivered by the time
the supply of Mk 38 gun carcasses is consumed. There will continue to be a need
for stabilized mounts to be used on PC's. However, options for meeting the
requirement must be developed. Such options include a Mk 96 gun which is build
from scratch, a Mk 75 modified gun, or a 57 mm or 60 mm gun. The worldwide
market for such guns is believed to be about 400 units. The value of each gun
would be about $0.5-1.0 million. All of the work to build this gun would be
performed at the Center. We believe it would spread over about 6 or 7 years.
Substantial international competition will exist. The US would need to jump
start this program by funding sufficient work to design and build test units
which would compete with foreign sources.

NEW MK 45 MACHINING WORK
The new work being identified for placement into the Center consists of certain
existing work currently being conducted by suppliers of UDLP in the Minneapolis
area. It is close tolerance machining work on small to medium-sized components
of the Mk 45 Gun Mount. It will be low volume work on a range of 1000 to 1500
different part numbers, many of them requiring heat treat, plating and painting,
as well as machining.

NSFS ENGINEERING WORK
UDLP intends to employ engineers and other technical support personnel for
certain work on the new NSFS program as well as other Navy programs. The scope
of this work could cover aspect of product development and Life Cycle Support,
such as logistics, analysis, Realiability, Maintainability and Availability
(RM&A), Safety Engineering, Mechanical Engineering, Electrical Engineering,
Environmental, software engineering system engineering, test engineering and
technical services, etc. These personnel will be working on some modifications

as well as some new design on certain programs which could include guns,
launchers, control systems. networks, sensors, computers and ordnance.

PROPOSED UDLP/UPS MAINTENANCE HUB
United Defense proposes to establish an arrangement with United Parcel Services
("UPS") in which UPS provides transportaion services and UDLP provides repair
services for a broad range of military equipment which would be shipped into
Louisville from around the world. We envision that this would be a rapid
turn-around service which would enable the Navy to reduce the inventory levels
of certain equipment now stocked at various intermediate stocking and control
points throughout the world. UDLP has signed a non-disclosure agreement with
UPS so that the parties can exchange information and explore opportunity. The
next step is the creation and signing of a memorandum of understanding. Target
products will be chosen for exploring the potential benefits to the Navy. UDLP
proposes to consolidate its operations for this venture in L Building.

FIRST AMENDMENT TO SUBLEASE
OF REAL AND PERSONAL PROPERTY

THIS FIRST AMENDMENT TO SUBLEASE OF REAL AND PERSONAL PROPERTY ("First
Amendment") is made and effective as of the 16th day of October, 1997, except as
herein otherwise provided, by and between the LOUISVILLE/JEFFERSON COUNTY
REDEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock corporation and
local redevelopment authority ("LRA"), with a mailing address of 000 Xxxxxxxxx
Xxxxx Xxxxxxxxxx, XX 00000-0000 and UNITED DEFENSE L.P. ("UDLP"), a Delaware
limited partnership comprised of the BMY Combat Systems Division of Harsco
Corporation, a Delaware corporation, and the Defense Systems Group of FMC
Corporation, a Delaware corporation, with a mailing address of 0000 Xxxx Xxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000.

W I T N E S S E T H:

WHEREAS, the LRA and UDLP entered that certain Sublease of Real and
Personal Property, dated 19 August 1996 (the "Sublease"), for the subleasing of
certain real and personal property located at the Greater Louisville Technology
Park ("GLTP"), formerly Naval Ordnance Station, Louisville, Division of the
Naval Surface Warfare Center; and

WHEREAS, the LRA and UDLP have reached certain understandings and
agreements with respect to the acquisition of certain space, buildings, and/or
improvements at GLTP and have reached other understandings and agreements with
respect to the Sublease and desire to memorize said agreements and
understandings in this First Amendment.

NOW, THEREFORE, for and in consideration of the premises, the Sublease
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the LRA and UDLP hereby agree as follows:

1. ADDITIONAL SQUARE FOOTAGE TO BE ADDED TO SUBLEASE. The Primary
Premises sublease by the LRA to UDLP, as defined in Section 1.L. of the Sublease
and as more particularly described on EXHIBIT C to the Sublease, are hereby
amended by adding the following space, buildings and/or improvements in the
square footage and as of the effective dates set forth hereinafter:

--------------------------------------------------------------------------------
Building Square Feet Effective Date
-------- ----------- --------------
[1] L5 2,000 1 November, 1996
[2] 96 5,628 1 August 1997
[3] 48
VTC Room 612 1 August 1997
[4] H 13,723 16 October 1997
--------------------------------------------------------------------------------

2. SQUARE FOOTAGE TO BE DELETED FROM SUBLEASE. The Primary Premises subleased
by the LRA to UDLP, as defined in this Section 1.L. of the Sublease and as more
particularly described on EXHIBIT C to the Sublease, are hereby amended by
deleting the following space, buildings and/or improvements in the square
footage and as of the effective dates set forth hereinafter:

--------------------------------------------------------------------------------
Building Square Feet Effective Date
-------- ----------- --------------
[1] G 107,504 31 August 1997
[2] 48
Basement except
Room 19 9,809 16 October 1997
--------------------------------------------------------------------------------

3. RENTAL. Base Rent and O & M costs, as defined in Section 5 of the
Sublease, shall be increased or decreased on a per square foot basis or as to O
& M costs by actual costs if available under the Sublease as of the effective
dates set forth in Section 1 and 2, respectively, of this First Amendment.

4. IMPROVEMENT TO BUILDING H. As additional rent for Building H. UDLP
shall perform, at its sole expense, improvements to make Building H into a
state-of-the-art Engineering and Conference Facility in accordance with the
Statement of Work prepared by UDLP and dated 18 February 1997, more particularly
described on EXHIBIT 1 attached hereto and incorporated herein by reference.
Nothing herein shall deem to prejudice any right of UDLP to seek reimbursement
of such expenses under the Workload Contracts, any other contract, agreement or
law.

5. NO FURTHER AMENDMENT. Except as specifically provided herein, the
Agreement has not been amended or modified, and the LRA and UDLP hereby ratify
and affirm that the Sublease is in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Sublease as
of the 16th day of October, 1997 but actually on the date below each signature.

LOUISVILLE/JEFFERSON COUNTY
REDEVELOPMENT AUTHORITY, INC., a
Kentucky non-profit, non-stock
corporation and local redevelopment
authority

By: /s/ Xxxxx Xxxxxx, III
-----------------------------------
Xxxxx Xxxxxx, III, President

Date: October 16, 1997
---------------------------------

UNITED DEFENSE L.P., a Delaware limited
partnership

By: /s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------------

Title: Vice President and General
Manager

Date: October 3, 1997
---------------------------------

The undersigned, a duly authorized
officer of FMC Corporation, a Delaware
Corporation, General partner in United
Defense L.P. hereby attests and
certifies that Xxxxxxxxx X. Xxxxxxx,
Vice President and General Manager of
United Defense L.P. has been delegated
the requisite authority by and on behalf
of FMC Corporation to bind United
Defense L.P. to this Sublease in all
respects.

FMC CORPORATION, a Delaware corporation,
General Partner

By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------

Title: Assistant Secretary

Date: October 3, 1997
---------------------------------

STATE OF KENTUCKY )
) SS
COUNTY OF JEFFERSON )

I, Xxxxxxxx X. Apple, a Notary Public in and for the State and County
aforesaid, hereby certify that on the 16th day of October, 1997, there appeared
before me Xxxxx Xxxxxx, III, who s the President of Louisville/Jefferson County
Redevelopment Authority, Inc. a Kentucky non-profit, non-stock corporation and
local redevelopment authority, and who executed the foregoing and acknowledged
same on behalf of said corporation.

My commission expires: February 13, 2000.

/s/ Xxxxxxxx X. Apple
--------------------------------------------------
NOTARY PUBLIC

STATE OF MINNESOTA )
) SS
COUNTY OF HENNIPIN )

I Xxxxxxx Xxxxxx, a Notary Public in and for the State and County
aforesaid, hereby certify that on the 3rd day of October, 1997, there appeared
before me Xxxxxxxxx X. Xxxxxxx, in his capacity as Vice President and General
Manager of United Defense L.P., a Delaware limited partnership, who executed the
foregoing and acknowledged same on behalf of said partnership.

My commission expires: January 31, 2000.

/s/ Xxxxxxx X. Xxxxxx
--------------------------------------------------
NOTARY PUBLIC

STATE OF MINNESOTA )
) SS
COUNTY OF ANOKA )

I, Xxxx X. XxXxx, a Notary Public in and for the State and County
aforesaid, hereby certify that on the 3rd day of October 1997, there appeared
before me Xxxxxxx X. Xxxxxx, in his capacity as Assistant Secretary of FMC
Corporation, a Delaware corporation, General Partner of United Defense L.P., a
Delaware limited partnership, who executed the foregoing and acknowledged same
on behalf of said corporation.

My commission expires: January 31, 2000.

/s/ Xxxx X. Xxxxx
--------------------------------------------------
NOTARY PUBLIC

ENGINEERING FACILITY RENOVATION
STATEMENT OF WORK
02/18/1997

Purpose: To renovate H building at the old Naval Ordnance Station into a state
of the are Engineering and Conference facility for United Defense, L.P.

Renovation of the existing structure is to be completed in two phases. Phase I
is for the demolition/renovation of the north section of H - building. The work
involved in renovating the north side of the building represents a small amount
of the south side conference center. Phase 2 consists of construction of a
conference center in the south section of H - building. Due to the volume of
work required in the south section, engineering will be operating in the north
section while construction of the conference center is completed. Please refer
to attached drawings CAF2.

PHASE I REQUIREMENTS
--------------------

1. Replacement of foyer doors
2. Replace of foyer floor
3. Replacement of current cafeteria awning
4. Front entrance landscaping
5. Fill in interior windows in cafeteria managers office
6. Relocation for projection screen on north wall
7. Removal of counters
8. Demolition of current conference room on west wall
9. Removal of televisions located on columns (retained by UD)
10. Replacement of windows (clear glass)
11. Renovation of ceiling and lighting to provide a symmetrical look
12. Removal of all kitchen equipment including fire suppression system
13. Removal of water & gas piping to kitchen equipment
14 Renovation of HVAC system
15. Stub up of power, phone, and computer lines to cubicles
16. Fill in and door modifications to south wall
17 Drywalling of all exposed block walls
18. Repaint entire engineering facility
19. Carpet entire engineering facility
20. Installation of exterior windows in the engineering managers office
21. Installation of card key security system

* In any event, Phase I will not exceed $244,000 in expenditures for the above
listed requirements.

EXHIBIT I
---------

ENGINEERING FACILITY RENOVATION
STATEMENT OF WORK
02/18/1997

PHASE 2 REQUIREMENTS
--------------------

1. Removal of all kitchen equipment including fire suppression system
2. Removal of all gas, water, and drain line
3. Demolition of all interior walls (except mechanical room)
4. Construction of new restrooms
5. Construction of vending area
6. Construction of secure visitors walkway and entrance from east lot
7. Construction conference room
8. Construction of tiered auditorium (seating for 70 to 80)
9. Fill in of loading dock opening
10. Replacement of existing doors
11. Renovation of ceiling and lighting
12. Installation of audio visual systems
14. Renovation of HVAC system
15. Installation of power, phone, and computer lines
16. Construction of kitchenette in vending area
17. Drywalling of all walls
18. Repaint entire facility
19. Carpet entire facility
20. Landscaping of walkway to east parking lot

This is intended to be used as an informational document roughly explaining the
scope of work and the concept to be finalized by a licensed architect.

* Phase 2 will not be performed until adequate UDLP workload exists at the
Greater Louisville Technology Park to support the listed requirements.

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SUBLEASE OF REAL AND PERSONAL PROPERTY THIS SUBLEASE OF REAL PERSONAL PROPERTY is made and entered into as of the 19th day of August, 1996, by and between the LOUISVILLE/JEFFERSON COUNTY REDEVELOPMENT AUTHORITY, INC., a Kentucky non- profit, non-stock...

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