                          UNITED STATES DISTRICT COURT
                          FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA

   Plaintiff

       v.                                             CASE NO.: 1:12-CV-01230-KBJ

UNITED TECHNOLOGIES CORPORATION

       and

GOODRICH CORPORATION

   Defendants


                                  FINAL JUDGMENT

       WHEREAS, Plaintiff, United States of America, filed its Complaint on July 26,

2012, the United States and Defendants United Technologies Corporation (“UTC”) and

Goodrich Corporation (“Goodrich”), by their respective attorneys, have consented to the

entry of this Final Judgment without trial or adjudication of any issue of fact or law, and

without this Final Judgment constituting any evidence against or admission by any party

regarding any issue of fact or law;

       AND WHEREAS, Defendants agree to be bound by the provisions of this Final

Judgment pending its approval by the Court;

       AND WHEREAS, the essence of this Final Judgment is the prompt and certain

divestiture of certain rights and assets by Defendants to assure that competition is not

substantially lessened;
       AND WHEREAS, the United States requires Defendants to make certain

divestitures and make certain commitments for the purpose of remedying the loss of

competition alleged in the Complaint;

       AND WHEREAS, Defendants have represented to the United States that the

divestitures required below can and will be made and that Defendants will later raise no

claim of hardship or difficulty as grounds for asking the Court to modify any of the

divestiture provisions contained below;

       NOW THEREFORE, before any testimony is taken, without trial or adjudication

of any issue of fact or law, and upon consent of the parties, it is ORDERED,

ADJUDGED, AND DECREED:

I.     JURISDICTION

       This Court has jurisdiction over the subject matter of and each of the parties to

this action. The Complaint states a claim upon which relief may be granted against

Defendants under Section 7 of the Clayton Act, as amended (15 U.S.C. § 18).

II.    DEFINITIONS

       As used in this Final Judgment:

       A.      “Acquirer” or “Acquirers” means the entity or entities to which

Defendants divest the Divestiture Assets.

       B.      “Acquirer of the Electrical Power Divestiture Assets” means the entity to

which Defendants divest the Electrical Power Divestiture Assets.

       C.      “Acquirer of the Engine Control Divestiture Assets” means the entity to

which Defendants divest the Engine Control Divestiture Assets.




                                            2
        D.      “Acquirer of the AEC Shares” means Rolls-Royce or another entity to

which Defendants divest the AEC Shares.

        E.      “Acquirer of the Aerolec Shares” means Thales or another entity to which

Defendants divest the Aerolec Shares.

        F.      “UTC” means Defendant United Technologies Corporation, a Delaware

corporation with its headquarters in Hartford, Connecticut, its successors, assigns,

subsidiaries, divisions, groups, affiliates, and partnerships, and their directors, officers,

managers, agents, and employees.

        G.      “Goodrich” means Defendant Goodrich Corporation, a New York

corporation with its headquarters in Charlotte, North Carolina, its successors, assigns,

subsidiaries, divisions, groups, affiliates, and partnerships, and their directors, officers,

managers, agents, and employees.

        H.      “Rolls-Royce” means Rolls-Royce Group plc, a company incorporated in

England and Wales with a registered office in London, its successors, assigns,

subsidiaries, divisions, groups, affiliates, and partnerships, and their directors, officers,

managers, agents, and employees.

        I.      “Thales” means Thales Avionics Electrical Systems SA, a company

incorporated in France with a registered office in Neuilly-Sur-Seine, France, its

successors, assigns, subsidiaries, divisions, groups, affiliates, and partnerships, and their

directors, officers, managers, agents, and employees.

        J.      “West Hartford Facility” means Goodrich’s facility located at Charter Oak

Boulevard, West Hartford, Connecticut 06133.




                                               3
       K.      “Montreal Facility” means Goodrich’s facility located at 5595

Royalmount Avenue, Montreal H4P 1J9 QU, Canada, which will be transitioned to the

West Hartford Facility.

       L.      “Engine Control Products” means all Goodrich products and services that

are designed, developed, manufactured, marketed, serviced, distributed, repaired, and/or

sold out of or using the assets located in the West Hartford Facility and/or the Montreal

Facility on the date the Complaint is filed in this matter, including but not limited to

electronic engine controls, fuel metering units, main fuel pumps, and ancillary engine

control products (including but not limited to, engine actuators, ejector pumps and tanks,

hot oil valves, shut-off valves, flow dividers, start flow control valves, lube pumps, and

lube and scavenge pumps). Engine Control Products exclude maintenance, repair, and

overhaul services currently performed at the Montreal Facility for the following: (1)

products designed specifically to be used on the Rolls-Royce Tay and Spey engines; (2)

products designed specifically to be used on the General Electric F404 engine; (3)

products designed specifically to be used on the Pratt & Whitney PW305 engine; and (4)

the servo actuator and yaw damper product lines.

       M.      “Engine Control Divestiture Assets” means:

               (1)    The West Hartford Facility and all tangible and intangible assets

used by or located in the West Hartford Facility;

               (2)    All tangible and intangible assets used by or located in the Montreal

Facility that are used to design, develop, manufacture, market, service, distribute, repair,

and/or sell Engine Control Products;




                                              4
               (3)    All tangible assets, wherever located, that are used to design,

develop, and/or manufacture Engine Control Products, including, but not limited to,

assets relating to research and development activities, manufacturing equipment, tooling,

fixed assets, personal property, inventory, office furniture, materials, supplies, licenses,

permits, authorizations issued by any governmental organization, contracts, teaming

arrangements, agreements, leases, commitments, certifications, supply agreements,

understandings, customer lists, contracts, accounts, credit records, information

technology systems, and repair, performance, and other records; and

               (4)    All intangible assets, wherever located, that are used to design,

develop, and/or manufacture Engine Control Products, including, but not limited to,

contractual rights, patents, licenses, sublicenses, intellectual property, copyrights,

trademarks, trade names, service marks, service names, technical information, computer

software and related documentation, know-how, trade secrets, drawings, blueprints,

designs, design protocols, specifications for materials, specifications for parts and

devices, safety procedures, quality assurance and control procedures, design tools,

simulation capability, manuals and technical information provided to Goodrich

employees, customers, suppliers, agents, or licensees, and research data concerning

historic and current research and development efforts, including, but not limited to,

designs of experiments and results of successful and unsuccessful designs and

experiments;

               (5)    for intellectual property that is used exclusively for Engine Control

Products that is owned and/or controlled by Goodrich, but for which Goodrich’s




                                              5
ownership or control is in any way encumbered, an exclusive, irrevocable, royalty-free

license for that intellectual property; and

                (6)    for intellectual property that is used primarily, but not exclusively,

for Engine Control Products that is owned and/or controlled by Goodrich, but for which

Goodrich’s ownership or control is in any way encumbered, a non-exclusive, irrevocable,

royalty-free license for that intellectual property.

        N.      “Qualifying Customer Contracts” means any contract or agreement: (1)

having an initial duration of longer than two years; (2) for the supply of any Engine

Control Products to turbine engine manufacturers; (3) to which the business comprising

the Engine Control Divestiture Assets is a party; (4) that are unexpired on the date the

Complaint is filed in this matter; (5) the term of which will expire prior to the date of the

consummation of the divestiture of the Engine Control Divestiture Assets; and (6) which

have not been renegotiated prior to such consummation.

        O.      “Twinsburg Facility” means Goodrich’s facility located at 8380 Darrow

Road, Twinsburg, Ohio 44087.

        P.      “Pitstone Facility” means Goodrich’s facility located at Pitstone Business

Park, Westfield Road, Pitstone, Buckinghamshire LU7 9GT, United Kingdom.

        Q.      “Electrical Power Divestiture Assets” means:

                (1)    The Twinsburg Facility;

                (2)    The Pitstone Facility, provided, however, that the assets used

exclusively for the motor drive business located at the Pitstone Facility shall not be

divested pursuant to this Final Judgment;




                                               6
               (3)    All tangible assets that are used to design, develop, manufacture,

market, service, distribute, repair, and/or sell aircraft electrical generation systems and

electrical distribution systems that currently are or have been designed, developed,

manufactured, marketed, serviced, distributed, repaired, and/or sold by Goodrich Engine

Control and Electrical Power Systems, including, but not limited to, assets relating to

research and development activities, manufacturing equipment, tooling, fixed assets,

personal property, inventory, office furniture, materials, supplies, licenses, permits,

authorizations issued by any governmental organization, contracts, teaming

arrangements, agreements, leases, commitments, certifications, supply agreements,

understandings, customer lists, contracts, accounts, credit records, information

technology systems, and repair, performance, and other records;

               (4)    All intangible assets that are used to design, develop, manufacture,

market, service, distribute, repair and/or sell aircraft electrical generation systems and

electrical distribution systems that currently are or have been designed, developed,

manufactured, marketed, serviced, distributed, repaired, and/or sold by Goodrich Engine

Control and Electrical Power Systems, including, but not limited to, contractual rights,

patents, licenses, sublicenses, intellectual property, copyrights, trademarks, trade names,

service marks, service names, technical information, computer software and related

documentation, know-how, trade secrets, drawings, blueprints, designs, design protocols,

specifications for materials, specifications for parts and devices, safety procedures,

quality assurance and control procedures, design tools, simulation capability, manuals

and technical information provided to Goodrich employees, customers, suppliers, agents,

or licensees, and research data concerning historic and current research and development



                                              7
efforts, including, but not limited to, design of experiments and results of successful and

unsuccessful designs and experiments;

               (5)      all intellectual property and know-how that is owned by Goodrich

pursuant to the Intellectual Property Agreement between TRW Limited and Thales dated

June 27, 2001; and

               (6)      Goodrich’s obligations to BAE Systems pursuant to the Norwegian

Sting Ray Mod 1 Torpedo System Programme Procurement Specification and Sub

Contract for the Power Supply (5000) Section and Motor Control (6000) Section

296401001/01-02 Issue 1, dated April 30, 2009 and all assets necessary to fulfill those

obligations.

The Electrical Power Divestiture Assets exclude assets in or personnel operating out of

Goodrich’s development center located in Bengaluru, India and Goodrich’s MRO

Campuses.

       R.      “Goodrich’s MRO Campuses” means all Goodrich facilities, except the

Twinsburg Facility and the Pitstone Facility, from which customer support for

Goodrich’s aircraft electrical generation systems and electrical distribution systems

products is provided.

       S.      “Aerolec Shareholders Agreement” means the Shareholders’ Agreement

dated May 31, 2001, between TRW France Holding SAS, TRW Limited, and Thales.

       T.      “Aerolec Shares” means all shares of TRW-Thales Aerolec SAS that are

owned and/or controlled by Goodrich, TRW France Holding SAS, and/or TRW Limited

that were acquired pursuant to the Aerolec Shareholders Agreement.




                                              8
       U.      “Change of Control Option” means Thales’s option to acquire the Aerolec

Shares pursuant to section 7.2(H) of the Aerolec Shareholders Agreement.

       V.      “Transfer Option” means Thales’s option to acquire the Aerolec Shares

pursuant to section 7.2(E) of the Aerolec Shareholders Agreement.

       W.      “AEC Joint Venture Agreement” means the Joint Venture Agreement

dated December 31, 2008, between Rolls-Royce Engine Controls Holdings Limited,

Rolls-Royce Group plc, Goodrich Controls Holding Limited, Goodrich Actuation

Systems Limited, Goodrich Corporation, and Rolls-Royce Goodrich Engine Control

Systems Limited.

       X.      “AEC” means the joint venture established pursuant to the AEC Joint

Venture Agreement.

       Y.      “AEC Shares” means all the shares in AEC that are owned and/or

controlled by Goodrich.

       Z.      “Goodrich Aftermarket Business” means the worldwide aftermarket

business conducted by Goodrich prior to the date Goodrich is acquired by UTC

involving the maintenance, repair, and overhaul of units, equipment, and parts (including

hardware and software) that are designed, assembled, manufactured, supported, or

procured by AEC, the provision of training and documentation and support equipment,

and the sale and supply of spare parts and initial provisioning for engine control systems

for Rolls-Royce engines.

       AA.     “Divestiture Assets” means the Electrical Power Divestiture Assets,

Aerolec Shares, Engine Control Divestiture Assets, and AEC Shares.




                                             9
III.   APPLICABILITY

       A.      This Final Judgment applies to UTC and Goodrich, as defined above, and

all other persons in active concert or participation with any of them who receive actual

notice of this Final Judgment by personal service or otherwise.

       B.      If, prior to complying with Section IV, Section V, and Section VI of this

Final Judgment, Defendants sell or otherwise dispose of all or substantially all of their

assets or of lesser business units that include the Divestiture Assets, Defendants shall

require the purchaser(s) to be bound by the provisions of this Final Judgment. Defendants

need not obtain such an agreement from the Acquirers of the assets divested pursuant to

this Final Judgment.

IV.    DIVESTITURE OF THE ENGINE CONTROL DIVESTITURE ASSETS

       A.      Defendants are ordered and directed, within one hundred and eighty

calendar days after the filing of the Complaint in this matter, or five calendar days after

notice of the entry of this Final Judgment by the Court, whichever is later, to divest the

Engine Control Divestiture Assets in a manner consistent with this Final Judgment to an

Acquirer acceptable to the United States, in its sole discretion. The United States, in its

sole discretion, may agree to one or more extensions of this period, not to exceed sixty

calendar days in total, and shall notify the Court in such circumstances. If, however,

applications seeking approval to sell the Engine Control Divestiture Assets have been

filed within the period permitted for the divestiture of the Engine Control Divestiture

Assets with authorities from which approval for the divestiture of the Engine Control

Divestiture Assets is required by the Acquirer of the Engine Control Divestiture Assets as

a condition of closing, but orders or other dispositive actions by such authorities on such



                                             10
applications have not been issued before the end of the period permitted for this

divestiture, the period shall be extended with respect to the divestiture of the Engine

Control Divestiture Assets until ten calendar days after such approvals are received.

Defendants agree to use their best efforts to accomplish the divestiture of the Engine

Control Divestiture Assets and to seek all necessary approvals as expeditiously as

possible.

          B.   In accomplishing the divestitures ordered by this Final Judgment,

Defendants promptly shall make known, by usual and customary means, the availability

of the Engine Control Divestiture Assets. Defendants shall inform any person making

inquiry regarding a possible purchase of any of the Engine Control Divestiture Assets

that they are being divested pursuant to this Final Judgment and provide that person with

a copy of this Final Judgment. Defendants shall offer to furnish to all prospective

Acquirers, subject to customary confidentiality assurances, all information and

documents relating to the Engine Control Divestiture Assets customarily provided in a

due diligence process except such information or documents subject to the attorney-client

privilege or work-product doctrine. Defendants shall make available such information to

the United States at the same time that such information is made available to any other

person.

          C.   Defendants shall provide the Acquirer of the Engine Control Divestiture

Assets and the United States information relating to the personnel involved in the design,

development, manufacture, marketing, servicing, distribution, repair, and/or sale of

Engine Control Products to enable the Acquirer of the Engine Control Divestiture Assets

to make offers of employment. Defendants shall not interfere with any negotiations by



                                             11
the Acquirer of the Engine Control Divestiture Assets to employ any Goodrich employee

who is responsible for the design, development, manufacture, marketing, servicing,

distribution, repair, and/or sale of Engine Control Products. Interference with respect to

this paragraph includes, but is not limited to, enforcement of non-compete clauses and

offers to increase salary or other benefits apart from those offered company-wide.

       D.      Defendants shall permit prospective Acquirers of the Engine Control

Divestiture Assets to have reasonable access to personnel and to make inspections of the

physical facilities to be divested; access to any and all environmental, zoning, and other

permit documents and information; and access to any and all financial, operational, or

other documents and information customarily provided as part of a due diligence process.

       E.      Defendants shall warrant to the Acquirer of the Engine Control Divestiture

Assets that each asset included in the Engine Control Divestiture Assets will be

operational on the date of sale.

       F.      Defendants shall not take any action that will impede in any way the

permitting, operation, or divestiture of the Engine Control Divestiture Assets.

       G.      Defendants shall warrant to the Acquirer of the Engine Control Divestiture

Assets that there are no material defects in the environmental, zoning, or other permits

pertaining to the operation of the Engine Control Divestiture Assets, and that following

the sale of the Engine Control Divestiture Assets, Defendants will not undertake, directly

or indirectly, any challenges to the environmental, zoning, or other permits relating to the

operation of any of the Engine Control Divestiture Assets.

       H.      At the option of the Acquirer of the Engine Control Divestiture Assets,

UTC shall enter into a transition services agreement with the Acquirer of the Engine



                                             12
Control Divestiture Assets. This agreement shall include technical and engineering

assistance and maintenance, repair, and overhaul services relating to Engine Control

Products. The terms and conditions of any contractual arrangement meant to satisfy this

provision must be commercially reasonable. The terms and conditions of any such

transition services agreement shall be subject to the approval of the United States, in its

sole discretion. The duration of this transition services agreement shall not be longer

than one year. The United States, in its sole discretion, may approve an extension of the

term of this transition services agreement for a period of up to one year. If the Acquirer

of the Engine Control Divestiture Assets seeks an extension of the term of this transition

services agreement, it shall so notify the United States in writing at least four months

prior to the date the transition services agreement expires. The United States shall

respond to any such request for extension in writing at least three months prior to the date

the transition services agreement expires.

       I.      At the option of the Acquirer of the Engine Control Divestiture Assets,

UTC shall enter into a supply agreement to supply components used in or necessary for

the design, development, manufacture, marketing, servicing, distribution, repair, and/or

sale of the Engine Control Products sufficient to meet the needs identified by the

Acquirer of the Engine Control Divestiture Assets. The terms and conditions of any

contractual arrangement intended to satisfy this provision must be reasonably related to

market conditions for these products. The terms and conditions of any such supply

agreement shall be subject to the approval of the United States, in its sole discretion. The

duration of this supply agreement shall not be longer than one year. The United States, in

its sole discretion, may approve an extension of the term of this supply agreement for a



                                             13
period of up to one year. If the Acquirer of the Engine Control Divestiture Assets seeks

an extension of the term of this supply agreement, it shall so notify the United States in

writing at least four months prior to the date the supply agreement expires. The United

States shall respond to any such request for extension in writing at least three months

prior to the date the supply agreement expires.

       J.      At the option of the Acquirer of the Engine Control Divestiture Assets,

UTC shall enter into a supply agreement to supply parts and provide engineering

expertise sufficient to meet the needs identified by the Acquirer of the Engine Control

Divestiture Assets to enable that Acquirer to provide maintenance, repair, and overhaul

services for the following products: engine control unit and fuel pump metering unit for

the AE1107 engine; engine control unit and fuel pump metering unit for the AE3007

engine; engine control unit and fuel pump for the RB211 engine; engine control unit for

the BR710 engine; engine control unit for the PW305 engine; engine control unit for the

Tay engine; fuel metering unit for the Trent 700 engine; fuel metering unit for the Trent

800 engine; and fuel metering unit and actuator for the V2500 engine. The terms and

conditions of any contractual arrangement intended to satisfy this provision must be

reasonably related to market conditions for these products. The terms and conditions of

any such supply agreement shall be subject to the approval of the United States, in its

sole discretion. At the option of the Acquirer of the Engine Control Divestiture Assets,

this agreement may remain in effect so long as three or more of any aircraft equipped

with an engine listed in this paragraph are in service.

       K.      At the option of the Acquirer of the Engine Control Divestiture Assets,

UTC shall enter into a supply agreement to supply pressure sensors and transducers for



                                             14
the Goodrich EMC51, EMC60, and EMC101 electronic engine controls, and any

derivatives of those electronic engine controls, sufficient to meet the needs identified by

the Acquirer of the Engine Control Divestiture Assets. The terms and conditions of any

contractual arrangement intended to satisfy this provision must be reasonably related to

market conditions for these products. The terms and conditions of any such supply

agreement shall be subject to the approval of the United States, in its sole discretion. At

the option of the Acquirer of the Engine Control Divestiture Assets, this agreement may

remain in effect so long as five or more aircraft equipped with an electronic engine

control listed in this paragraph are in service. In the alternative, at the option of the

Acquirer of the Engine Control Divestiture Assets, UTC shall provide the Acquirer of the

Engine Control Divestiture Assets a non-exclusive, irrevocable, royalty-free license

solely to manufacture the pressure sensors and transducers necessary to fulfill the

contractual obligations of the Acquirer of the Engine Control Divestiture Assets relating

to the Goodrich EMC51, EMC60, and EMC101 electronic engine controls that exist on

the date the Engine Control Divestiture Assets are divested. The Acquirer shall not

transfer such license except as part of a sale of the Engine Control Divestiture Assets.

        L.      At the option of UTC, the Acquirer of the Engine Control Divestiture

Assets shall enter into a supply agreement for parts sufficient to meet the needs identified

by UTC to enable UTC to provide maintenance, repair, and overhaul services for the fuel

control system for the LF507 engine; the fuel control system and the power turbine

governor for the T53 engine; the fuel pump for the LTS101 engine; and the fuel pump for

the PW100 engine. The terms and conditions of any contractual arrangement intended to

satisfy this provision must be reasonably related to market conditions for these products.



                                              15
The terms and conditions of any such supply agreement shall be subject to the approval

of the United States, in its sole discretion. At the option of UTC, this agreement may

remain in effect so long as five or more aircraft equipped with an engine listed in this

paragraph are in service.

       M.      At the option of UTC, the Acquirer of the Engine Control Divestiture

Assets shall provide UTC with a non-exclusive license for intellectual property that is

included in the Engine Control Divestiture Assets but used for both Engine Control

Products and other Goodrich products not being divested pursuant to this Final Judgment.

UTC shall not transfer the license described in this paragraph except as part of a sale of

the business in which the license is used. UTC shall not use the license described in this

paragraph for engine control products, systems, and services. The terms and conditions

of any contractual arrangement intended to satisfy this provision must be reasonably

related to market conditions for these products. The terms and conditions of any such

license shall be subject to the approval of the United States, in its sole discretion.

       N.      Defendants shall offer to extend, with the same pricing and other terms

and conditions, the Qualifying Customer Contracts for a period expiring thirty calendar

days after the date of the consummation of the divestiture of the Engine Control

Divestiture Assets.

       O.      Unless the United States otherwise consents in writing, the divestiture of

the Engine Control Divestiture Assets pursuant to Section IV or by the Divestiture

Trustee appointed pursuant to Section VII of this Final Judgment shall be accomplished

in such a way as to satisfy the United States, in its sole discretion, that the Engine Control

Divestiture Assets can and will be used by the Acquirer of the Engine Control Divestiture



                                              16
Assets as part of a viable, ongoing business that is engaged in the design, development,

manufacture, marketing, servicing, distribution, repair, and sale of Engine Control

Products and that the divestiture of the Engine Control Divestiture Assets will remedy the

competitive harm alleged in the Complaint. The divestiture of the Engine Control

Divestiture Assets, whether pursuant to Section IV or Section VII of this Final Judgment,

shall be made to an Acquirer that, in the United States’s sole judgment, has the intent and

capability (including the necessary managerial, operational, technical and financial

capability) of competing effectively in the design, development, manufacture, marketing,

servicing, distribution, repair, and sale of Engine Control Products. The divestiture of the

Engine Control Divestiture Assets shall be accomplished so as to satisfy the United

States, in its sole discretion, that none of the terms of any agreement between the

Acquirer of the Engine Control Divestiture Assets and Defendants give Defendants the

ability unreasonably to raise the Acquirer’s costs, to lower the Acquirer’s efficiency, or

otherwise to interfere in the ability of the Acquirer to compete effectively.

V.     DIVESTITURE OF THE ELECTRICAL POWER DIVESTITURE ASSETS
       AND AEROLEC SHARES

       A.      Defendants are ordered and directed to divest the Electrical Power

Divestiture Assets in a manner consistent with this Final Judgment to an Acquirer

acceptable to the United States, in its sole discretion, no later than one hundred eighty

calendar days after the filing of the Complaint in this matter, or five calendar days after

notice of the entry of this Final Judgment by the Court, whichever is later. The United

States, in its sole discretion, may agree to one or more extensions of this time period, not

to exceed sixty calendar days in total, and shall notify the Court in such circumstances.

If, however, applications seeking approval to sell the Electrical Power Divestiture Assets

                                             17
have been filed within the period permitted for the divestiture of the Electrical Power

Divestiture Assets with authorities from which approval for the divestiture of the

Electrical Power Divestiture Assets is required by the Acquirer of the Electrical Power

Divestiture Assets as a condition of closing, but orders or other dispositive actions by

such authorities on such applications have not been issued before the end of the period

permitted for this divestiture, the period shall be extended with respect to the divestiture

of the Electrical Power Divestiture Assets until ten calendar days after such approvals are

received. Defendants agree to use their best efforts to accomplish the divestiture of the

Electrical Power Divestiture Assets and to seek all necessary approvals as expeditiously

as possible.

       B.      Defendants shall remove from the Pitstone Facility prior to the

consummation of the divestiture of the Electrical Power Divestiture Assets all assets used

exclusively for the motor drive business.

       C.      If Thales exercises the Change of Control Option, Defendants are ordered

and directed, within one hundred eighty calendar days after the filing of the Complaint in

this matter, or five calendar days after notice of the entry of this Final Judgment by the

Court, whichever is later, to divest the Aerolec Shares to Thales in a manner consistent

with this Final Judgment. The United States, in its sole discretion, may agree to one or

more extensions of this time period not to exceed sixty calendar days in total, and shall

notify the Court in such circumstances. Defendants agree to use their best efforts to

divest the Aerolec Shares as expeditiously as possible.

       D.      If Thales does not exercise the Change of Control Option, but Thales does

exercise the Transfer Option, Defendants are ordered and directed to divest the Aerolec



                                             18
Shares to Thales in a manner consistent with this Final Judgment within thirty calendar

days after the date Thales notifies UTC that it will exercise the Transfer Option. The

United States, in its sole discretion, may agree to one or more extensions of this time

period not to exceed sixty calendar days in total, and shall notify the Court in such

circumstances. Defendants agree to divest the Aerolec Shares as expeditiously as

possible. If Thales does not exercise the Change of Control Option, Defendants further

agree to provide notice to Thales pursuant to paragraph 7.2(E) of the Aerolec

Shareholders Agreement no later than two business days after the sale of the Electrical

Power Divestiture Assets is consummated.

       E.      If Thales does not exercise the Change of Control Option and does not

exercise the Transfer Option, Defendants are ordered and directed to divest the Aerolec

Shares in a manner consistent with this Final Judgment to an Acquirer acceptable to the

United States, in its sole discretion, within one hundred fifty calendar days after the

earlier of: (1) the date Thales notifies UTC that it will not exercise the Transfer Option;

or (2) the time period for Thales to exercise the Transfer Option expires. The United

States, in its sole discretion, may agree to one or more extensions of this time period not

to exceed sixty calendar days in total, and shall notify the Court in such circumstances.

If, however, applications seeking approval to sell the Aerolec Shares have been filed

within the period permitted for the divestiture of the Aerolec Shares with authorities from

which approval for the divestiture of the Aerolec Shares is required by the Acquirer of

the Aerolec Shares as a condition of closing, but orders or other dispositive actions by

such authorities on such applications have not been issued before the end of the period

permitted for this divestiture, the period shall be extended with respect to the divestiture



                                             19
of the Aerolec Shares until ten calendar days after such approvals are received.

Defendants agree to use their best efforts to accomplish the divestiture of the Aerolec

Shares and to seek all necessary approvals as expeditiously as possible.

       F.      In accomplishing the divestitures ordered by this Final Judgment,

Defendants promptly shall make known, by usual and customary means, the availability

of the Electrical Power Divestiture Assets. Defendants shall inform any person making

inquiry regarding a possible purchase of any of the Electrical Power Divestiture Assets

that they are being divested pursuant to this Final Judgment and provide that person with

a copy of this Final Judgment. Defendants shall offer to furnish to all prospective

Acquirers, subject to customary confidentiality assurances, all information and

documents relating to the Electrical Power Divestiture Assets customarily provided in a

due diligence process except such information or documents subject to the attorney-client

privilege or work-product doctrine. Defendants shall make available such information to

the United States and any Monitoring Trustee at the same time that such information is

made available to any other person.

       G.      Defendants shall provide the Acquirer of the Electrical Power Divestiture

Assets, the United States, and any Monitoring Trustee information relating to the

Goodrich personnel involved in the design, development, manufacture, marketing,

service, distribution, repair, and/or sale of aircraft electrical generation systems and

electrical distribution systems to enable the Acquirer of the Electrical Power Divestiture

Assets to make offers of employment. Defendants will not interfere with any

negotiations by the Acquirer of the Electrical Power Divestiture Assets to employ any

Goodrich employee who is responsible for the design, development, manufacture,



                                              20
marketing, service, distribution, repair, and/or sale of aircraft electrical generation

systems and electrical distribution systems. Interference with respect to this paragraph

includes, but is not limited to, enforcement of non-compete clauses and offers to increase

salary or other benefits apart from those offered company-wide. However, interference

with respect to this paragraph shall not include acts by Defendants relating to employees

of the Pitstone Facility that are necessary to comply with the employment laws of the

United Kingdom.

       H.      Defendants shall permit prospective Acquirers of the Electrical Power

Divestiture Assets to have reasonable access to personnel and to make inspections of the

physical facilities to be divested; access to any and all environmental, zoning, and other

permit documents and information; and access to any and all financial, operational, or

other documents and information customarily provided as part of a due diligence process.

       I.      Defendants shall warrant to the Acquirer of the Electrical Power

Divestiture Assets that each asset included in the Electrical Power Divestiture Assets will

be operational on the date of sale.

       J.      Defendants shall not take any action that will impede in any way the

permitting, operation, or divestiture of the Electrical Power Divestiture Assets.

       K.      Defendants shall warrant to the Acquirer of the Electrical Power

Divestiture Assets that there are no material defects in the environmental, zoning, or

other permits pertaining to the operation of each asset included in the Electrical Power

Divestiture Assets, and that following the sale of the Electrical Power Divestiture Assets,

Defendants will not undertake, directly or indirectly, any challenges to the environmental,




                                              21
zoning, or other permits relating to the operation of any of the Electrical Power

Divestiture Assets.

       L.      At the option of the Acquirer of the Electrical Power Divestiture Assets,

UTC shall enter into a transition services agreement with the Acquirer of the Electrical

Power Divestiture Assets. This agreement shall include technical and engineering

assistance and maintenance, repair, and overhaul services relating to aircraft electrical

generation systems and electrical distribution systems. The terms and conditions of any

contractual arrangement meant to satisfy this provision must be commercially reasonable.

The terms and conditions of any such transitional services agreement shall be subject to

the approval of the United States, in its sole discretion. The duration of this transition

services agreement shall not be longer than one year. The United States, in its sole

discretion, may approve an extension of the term of this transition services agreement for

a period of up to one year. If the Acquirer of the Electrical Power Divestiture Assets

seeks an extension of the term of this transition services agreement, it shall so notify the

United States in writing at least four months prior to the date the transition services

agreement expires. The United States shall respond to any such request for extension in

writing at least three months prior to the date the transition services agreement expires.

       M.      At the option of the Acquirer of the Electrical Power Divestiture Assets,

UTC shall enter into a supply agreement to supply components used in or necessary for

the design, development, manufacture, marketing, servicing, distribution, repair, and/or

sale of aircraft electrical generation systems and electrical distribution systems sufficient

to meet the needs identified by the Acquirer of the Electrical Power Divestiture Assets.

The terms and conditions of any contractual arrangement intended to satisfy this



                                             22
provision must be reasonably related to market conditions for these products. The terms

and conditions of any such supply agreement shall be subject to the approval of the

United States, in its sole discretion. The duration of this supply agreement shall not be

longer than one year. The United States, in its sole discretion, may approve an extension

of the term of this supply agreement for a period of up to one year. If the Acquirer of the

Electrical Power Divestiture Assets seeks an extension of the term of this supply

agreement, it shall so notify the United States in writing at least four months prior to the

date the supply agreement expires. If the United States approves such an extension, it

shall so notify the Acquirer of the Engine Control Divestiture Assets in writing at least

three months prior to the date the supply agreement expires.

       N.      At the option of the Acquirer of the Electrical Power Divestiture Assets,

UTC shall enter into a supply agreement to supply machined parts, including machined

housings for AC generators and accessory gearboxes for the SAAB Gripen (JAS 39),

sufficient to meet the needs identified by the Acquirer of the Electrical Power Divestiture

Assets. The terms and conditions of any contractual arrangement intended to satisfy this

provision must be reasonably related to market conditions for these products. The terms

and conditions of any such supply agreement shall be subject to the approval of the

United States, in its sole discretion. At the option of the Acquirer of the Electrical Power

Divestiture Assets, the portion of this supply agreement relating to the accessory

gearboxes may remain in effect so long as any SAAB Gripen (JAS 39) is in service. The

portion of this supply agreement relating to the machined housings for the AC generators

and any other products covered shall not be longer than one year. The United States, in

its sole discretion, may approve an extension of the term of the portion of this supply



                                             23
agreement relating the machined housings for the AC generators and any other products

covered to for a period of up to one year. If the Acquirer of the Electrical Power

Divestiture Assets seeks an extension of the term of this supply agreement, it shall so

notify the United States in writing at least four months prior to the date the supply

agreement expires. If the United States approves such an extension, it shall so notify the

Acquirer of the Electrical Power Divestiture Assets in writing at least three months prior

to the date the supply agreement expires. In the alternative, at the option of the Acquirer

of the Electrical Power Divestiture Assets, UTC shall provide the Acquirer of the

Electrical Power Divestiture Assets the manufacturing know-how sufficient to enable the

Acquirer of the Electrical Power Divestiture Assets to manufacture the machined parts

necessary to fulfill the contractual obligations of the Acquirer of the Electrical Power

Divestiture Assets that exist on the date the Electrical Power Divestiture Assets are

divested.

       O.      At the option of the Acquirer of the Electrical Power Divestiture Assets,

UTC shall enter into an agreement to supply maintenance services for the Tornado

aircraft secondary power system equipment sufficient to meet the needs identified by the

Acquirer of the Electrical Power Divestiture Assets. The terms and conditions of any

contractual arrangement intended to satisfy this provision must be reasonably related to

market conditions for these products. The terms and conditions of any such supply

agreement shall be subject to the approval of the United States, in its sole discretion. At

the option of the Acquirer of the Electrical Power Divestiture Assets, this supply

agreement may remain in effect until December 31, 2013.




                                             24
       P.      At the option of UTC, the Acquirer of the Electrical Power Divestiture

Assets shall enter into an agreement to supply maintenance, repair, and overhaul services

to UTC to enable UTC to provide and support the engine starter motor on the Rolls-

Royce Gnome turboshaft engine. The terms and conditions of any contractual

arrangement intended to satisfy this provision must be reasonably related to market

conditions for these products. The terms and conditions of any such supply agreement

shall be subject to the approval of the United States, in its sole discretion. At the option

of UTC, this agreement may remain in effect so long as five or more aircraft equipped

with a Rolls-Royce Gnome turboshaft engine are in service.

       Q.      At the option of UTC, the Acquirer of the Electrical Power Divestiture

Assets shall provide UTC with a non-exclusive license for intellectual property that is

included in the Electrical Power Divestiture Assets but also is used for both aircraft

electrical generation systems and electrical distribution systems and other Goodrich

products not being divested pursuant to this Final Judgment. UTC shall not transfer the

license described in this paragraph except as part of a sale of the business in which the

license is used. UTC shall not use the license described in this paragraph for aircraft

electrical generation systems and electrical distribution systems. The terms and

conditions of any contractual arrangement intended to satisfy this provision must be

reasonably related to market conditions for these products. The terms and conditions of

any such license shall be subject to the approval of the United States, in its sole

discretion.

       R.      Unless the United States otherwise consents in writing, the divestiture of

the Electrical Power Divestiture Assets pursuant to Section V or by the Divestiture



                                             25
Trustee appointed pursuant to Section VII of this Final Judgment shall be accomplished

in such a way as to satisfy the United States, in its sole discretion, that the Electrical

Power Divestiture Assets can and will be used by the Acquirer of the Electrical Power

Divestiture Assets as part of a viable, ongoing business that is engaged in the design,

development, manufacture, marketing, servicing, distribution, repair, and sale of aircraft

electrical generation systems and that the divestiture of the Electrical Power Divestiture

Assets will remedy the competitive harm alleged in the Complaint. The divestiture of the

Electrical Power Divestiture Assets, whether pursuant to Section V or Section VII of this

Final Judgment, shall be made to an Acquirer that, in the United States’s sole judgment,

has the intent and capability (including the necessary managerial, operational, technical

and financial capability) of competing effectively in the design, development,

manufacture, marketing, servicing, distribution, repair, and sale of aircraft electrical

generation systems. The divestiture of the Electrical Power Divestiture Assets shall be

accomplished so as to satisfy the United States, in its sole discretion, that none of the

terms of any agreement between the Acquirer of the Electrical Power Divestiture Assets

and Defendants give Defendants the ability unreasonably to raise the Acquirer’s costs, to

lower the Acquirer’s efficiency, or otherwise to interfere in the ability of the Acquirer to

compete effectively.

        S.      Unless Thales acquires the Aerolec Shares pursuant to the Aerolec

Shareholders Agreement, the Electrical Power Divestiture Assets and the Aerolec Shares

must be divested to the same Acquirer.




                                              26
VI.    DIVESTITURE OF THE AEC SHARES
       AND OBLIGATIONS RELATING TO AEC

       A.      Defendants are ordered and directed, within one hundred eighty calendar

days after the filing of the Complaint in this matter, or five calendar days after notice of

the entry of this Final Judgment by the Court, whichever is later, to divest the AEC

Shares in a manner consistent with this Final Judgment to Rolls-Royce. If, however,

applications seeking approval to assign or transfer the AEC Shares to Rolls-Royce have

been filed within the period permitted for the divestiture of the AEC Shares to Rolls-

Royce with authorities from which approval for the divestiture of the AEC Shares is

required by Rolls-Royce as a condition of closing, but orders or other dispositive actions

by such authorities on such applications have not been issued before the end of the period

permitted for this divestiture, the period shall be extended with respect to the divestiture

of the AEC Shares to Rolls-Royce until ten calendar days after such approvals are

received. Defendants agree to use their best efforts to accomplish the divestiture of the

AEC Shares to Rolls-Royce and to seek all necessary approvals as expeditiously as

possible.

       B.      In the event the AEC Shares are not divested to Rolls-Royce pursuant to

paragraph VI(A) of this Final Judgment, Defendants are ordered and directed, within one

hundred eighty calendar days after the date that Rolls-Royce waives its option to acquire

the AEC Shares pursuant to Clause 9 of the AEC Joint Venture Agreement, or that option

lapses or expires, to divest the AEC Shares in a manner consistent with this Final

Judgment to an Acquirer acceptable to the United States, in its sole discretion. The

United States, in its sole discretion, may agree to one or more extensions of this time

period not to exceed ninety calendar days in total, and shall notify the Court in such

                                             27
circumstances. Defendants agree to use their best efforts to divest the AEC Shares as

expeditiously as possible.

       C.      Defendants shall offer to Rolls-Royce a new right for a new period in

which Rolls-Royce may purchase or acquire the “AM Package” as defined in the “Put

and Call Option Agreement relating to the Goodrich engine control systems aftermarket

business” dated December 31, 2008, between Rolls-Royce and Goodrich (“Put and Call

Option Agreement”) at the price determined using the formula set forth in clause (b) of

the definition of the “Call Option Price” in the Put and Call Option Agreement, until the

earlier of: (1) December 31, 2023; or (2) the date on which UTC no longer owns or

controls substantially all of the Goodrich Aftermarket Business (“Right to Purchase”).

Nothing in this Final Judgment shall be construed to: (1) affect any agreements between

UTC and/or Goodrich, on the one hand, and Rolls-Royce, on the other, relating to the

option to purchase or acquire the Goodrich Aftermarket Business; (2) impose any

obligation on UTC to provide Rolls-Royce any extended payments terms with respect to

the Right to Purchase; or (3) restrict in any way UTC’s ability to sell the Goodrich

Aftermarket Business (in whole or significant part) to a party other than Rolls-Royce. If

at any time during which Rolls-Royce may exercise its Right to Purchase, UTC

determines to commence a process to sell all or a significant part of the Goodrich

Aftermarket Business to a party other than Rolls-Royce, UTC shall first notify Rolls-

Royce of UTC’s determination and provide Rolls-Royce with no less than sixty days to

exercise its Right to Purchase. If Rolls-Royce does not exercise its Right to Purchase

during such sixty-day period, UTC may agree to and complete such a sale, and the Right

to Purchase will be suspended for a period of one year from the date the sixty-day period



                                            28
expires to allow the completion of such sale. If UTC ceases its efforts to sell the

Goodrich Aftermarket Business at any time during the one-year period when the Right to

Purchase is suspended, the Right to Purchase ceases to be suspended when UTC ceases

its efforts to sell the Goodrich Aftermarket Business. If such one-year period expires

without UTC having completed such a sale, then UTC may not again attempt to sell the

Goodrich Aftermarket Business to a party other than Rolls-Royce without first complying

with the procedures set forth in this paragraph.

       D.      Unless the United States otherwise consents in writing, the divestiture of

the AEC Shares pursuant to Section VI or by the Divestiture Trustee appointed pursuant

to Section VII of this Final Judgment shall be accomplished in such a way as to satisfy

the United States, in its sole discretion, that the AEC Shares can and will be used by the

Acquirer of the AEC Shares to carry out the purpose of AEC in an ongoing and viable

manner and the divestiture of the AEC Shares will remedy the competitive harm alleged

in the Complaint. The divestiture of the AEC Shares, whether pursuant to Section VI or

Section VII of this Final Judgment, shall be made to an Acquirer that, in the United

States’s sole judgment, has the intent and capability (including the necessary managerial,

operational, technical and financial capability) of effectively carrying out the purpose of

AEC. The divestiture of the AEC Shares shall be accomplished so as to satisfy the

United States, in its sole discretion, that none of the terms of any agreement between the

Acquirer of the AEC Shares and Defendants give Defendants the ability unreasonably to

raise the Acquirer’s costs, to lower the Acquirer’s efficiency, or otherwise to interfere in

the ability of the Acquirer to compete effectively.




                                             29
VII.   APPOINTMENT OF DIVESTITURE TRUSTEE

       A.      If Defendants have not divested all of the Divestiture Assets within any of

the respective time periods specified in Section IV(A), V(A), and VI(A), they shall notify

the United States of that fact in writing at the time the period for the relevant divestiture

expires and identify the assets that have not been divested. Upon application of the

United States, the Court shall appoint a Divestiture Trustee selected by the United States

and approved by the Court to effect the divestiture of any of the Divestiture Assets that

have not been sold during the time periods specified in Section IV(A), V(A), and VI(A).

       B.      After the appointment of a Divestiture Trustee becomes effective, only the

Divestiture Trustee shall have the right to sell those Divestiture Assets that the

Divestiture Trustee has been appointed to sell. The Divestiture Trustee shall have the

power and authority to accomplish the divestiture to an Acquirer or Acquirers acceptable

to the United States at such price and on such terms as are then obtainable upon

reasonable effort by the Divestiture Trustee, subject to the provisions of Section IV,

Section V, Section VI, Section VII, and Section VIII of this Final Judgment, and shall

have such other powers as this Court deems appropriate. Subject to Section VII(D) of

this Final Judgment, the Divestiture Trustee may hire at the cost and expense of UTC any

investment bankers, attorneys, or other agents, who shall be solely accountable to the

Divestiture Trustee, reasonably necessary in the Divestiture Trustee’s judgment to assist

in any required divestiture.

       C.      Defendants shall not object to a sale by the Divestiture Trustee on any

ground other than the Divestiture Trustee’s malfeasance. Any such objections by

Defendants must be conveyed in writing to the United States and the Divestiture Trustee



                                              30
within ten calendar days after the Divestiture Trustee has provided the notice required

under Section VIII.

       D.      The Divestiture Trustee shall serve at the cost and expense of UTC, on

such terms and conditions as the United States approves, and shall account for all monies

derived from the sale of any of the Divestiture Assets sold by the Divestiture Trustee and

all costs and expenses so incurred. After approval by the Court of the Divestiture

Trustee’s accounting, including fees for its services and those of any professionals and

agents retained by the Divestiture Trustee, all remaining money shall be paid to

defendants and the trust shall then be terminated. The compensation of the Divestiture

Trustee and any professionals and agents retained by the Divestiture Trustee shall be

reasonable in light of the value of the Divestiture Assets that are being sold by the

Divestiture Trustee and based on a fee arrangement providing the Divestiture Trustee

with an incentive based on the price and terms of the divestiture and the speed with which

it is accomplished, but timeliness is paramount.

       E.      Defendants shall use their best efforts to assist the Divestiture Trustee in

accomplishing any required divestiture. The Divestiture Trustee and any consultants,

accountants, attorneys, and other persons retained by the Divestiture Trustee shall have

full and complete access to the personnel, books, records, and facilities of the business to

be divested, and Defendants shall develop financial and other information relevant to

such business as the Divestiture Trustee may reasonably request, subject to reasonable

protection for trade secret or other confidential research, development, or commercial

information and compliance with all export control laws and regulations. Defendants




                                             31
shall take no action to interfere with or to impede the Divestiture Trustee’s

accomplishment of any required divestiture.

       F.      After its appointment, the Divestiture Trustee shall file monthly reports

with the United States and the Court setting forth the Divestiture Trustee’s efforts to

accomplish any divestiture ordered under this Final Judgment. To the extent such reports

contain information that the Divestiture Trustee deems confidential, such reports shall not

be filed in the public docket of the Court. Such reports shall include the name, address,

and telephone number of each person who, during the preceding month, made an offer to

acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was

contacted or made an inquiry about acquiring, any interest in the Divestiture Assets being

sold by the Divestiture Trustee, and shall describe in detail each contact with any such

person. The Divestiture Trustee shall maintain full records of all efforts made to divest

any of the Divestiture Assets.

       G.      If the Divestiture Trustee has not accomplished any divestiture ordered

under this Final Judgment within six months after its appointment, the Divestiture

Trustee shall promptly file with the Court a report setting forth: (1) the Divestiture

Trustee’s efforts to accomplish the required divestiture; (2) the reasons, in the Divestiture

Trustee’s judgment, why the required divestiture has not been accomplished; and (3) the

Divestiture Trustee’s recommendations. To the extent such reports contain information

that the Divestiture Trustee deems confidential, such reports shall not be filed in the

public docket of the Court. The Divestiture Trustee shall at the same time furnish such

report to the United States which shall have the right to make additional

recommendations consistent with the purpose of the trust. The Court thereafter shall



                                             32
enter such orders as it shall deem appropriate to carry out the purpose of the Final

Judgment, which may, if necessary, include extending the trust and the term of the

Divestiture Trustee’s appointment by a period requested by the United States.

VIII. NOTICE OF PROPOSED DIVESTITURE

       A.      Within two business days following execution of a definitive divestiture

agreement, Defendants or the Divestiture Trustee, whichever is then responsible for

effecting the divestitures required herein, shall notify the United States and any

Monitoring Trustee of any proposed divestiture required by Section IV, Section V, or

Section VI of this Final Judgment. If the Divestiture Trustee is responsible, it shall

similarly notify Defendants and the Monitoring Trustee. The notice shall set forth the

details of the proposed divestiture and list the name, address, and telephone number of

each person not previously identified who offered or expressed an interest in or desire to

acquire any ownership interest in any of the Divestiture Assets, together with full details

of the same.

       B.      Within fifteen calendar days of receipt by the United States of such notice,

the United States may request from Defendants, the proposed Acquirer or Acquirers, any

other third party, or the Divestiture Trustee, if applicable, additional information

concerning the proposed divestiture, the proposed Acquirer or Acquirers, and any other

potential Acquirer. Defendants and the Divestiture Trustee shall furnish any additional

information requested within fifteen calendar days of the receipt of the request, unless the

parties shall otherwise agree.

       C.      Within thirty calendar days after receipt of the notice, or within twenty

calendar days after the United States has been provided the additional information



                                             33
requested from Defendants, the proposed Acquirer or Acquirers, any third party, and the

Divestiture Trustee, whichever is later, the United States shall provide written notice to

Defendants and the Divestiture Trustee, if there is one, stating whether or not it objects to

the proposed divestiture. If the United States provides written notice that it does not

object, the divestiture may be consummated, subject only to UTC’s limited right to object

to the sale under Section VII(C) of this Final Judgment. Absent written notice that the

United States does not object to the proposed Acquirer or Acquirers or upon objection by

the United States, a divestiture proposed under Section IV, Section V, Section VI, or

Section VII shall not be consummated. Upon objection by UTC under Section VII(C), a

divestiture proposed under Section VII shall not be consummated unless approved by the

Court.

IX.      FINANCING

         Defendants shall not finance all or any part of any purchase made pursuant to

Section IV, Section V, Section VI, or Section VII of this Final Judgment.

X.       HOLD SEPARATE

         Until the divestitures required by this Final Judgment have been accomplished,

Defendants shall take all steps necessary to comply with the Hold Separate Stipulation

and Order entered by this Court. Defendants shall take no action that would jeopardize

the divestitures ordered by this Court.

XI.      APPOINTMENT OF MONITORING TRUSTEE

         A.     Upon the filing of this Final Judgment, the United States may, in its sole

discretion, appoint a Monitoring Trustee for the Electrical Power Divestiture Assets, the

Aerolec Shares, and/or the AEC Shares, subject to approval by the Court.


                                             34
       B.      The Monitoring Trustee shall have the power and authority to monitor

Defendants’ compliance with the terms of this Final Judgment and the Hold Separate

Stipulation and Order entered by this Court and shall have such powers as this Court

deems appropriate. Subject to paragraph XI(D) of this Final Judgment, the Monitoring

Trustee may hire at the cost and expense of Defendants any consultants, accountants,

attorneys, or other persons reasonably necessary in the Monitoring Trustee’s judgment.

These individuals shall be solely accountable to the Monitoring Trustee.

       C.      Defendants shall not object to actions taken by the Monitoring Trustee in

fulfillment of the Monitoring Trustee’s responsibilities under any Order of this Court on

any ground other than the Monitoring Trustee’s malfeasance. Any such objections by

Defendants must be conveyed in writing to the United States and the Monitoring Trustee

within ten calendar days after the action taken by the Monitoring Trustee giving rise to

the Defendants’ objection.

       D.      The Monitoring Trustee and any consultants, accountants, attorneys, and

other persons retained by the Monitoring Trustee shall serve, without bond or other

security, at the cost and expense of Defendants, on such terms and conditions as the

United States approves. The compensation of the Monitoring Trustee and any

consultants, accountants, attorneys, and other persons retained by the Monitoring Trustee

shall be on reasonable and customary terms commensurate with the individuals'

experience and responsibilities.

       E.      The Monitoring Trustee shall have no responsibility or obligation for the

operation of Defendants’ businesses.




                                            35
         F.     Defendants shall assist the Monitoring Trustee in monitoring Defendants’

compliance with their individual obligations under this Final Judgment and under the

Hold Separate Stipulation and Order. The Monitoring Trustee and any consultants,

accountants, attorneys, and other persons retained by the Monitoring Trustee shall have

full and complete access to the personnel, books, records, and facilities relating to the

Electrical Power Divestiture Assets, the Aerolec Shares, and the AEC Shares, subject to

reasonable protection for trade secret or other confidential research, development, or

commercial information or any applicable privileges. Defendants shall take no action to

interfere with or to impede the Monitoring Trustee’s accomplishment of its

responsibilities.

         G.     After its appointment, the Monitoring Trustee shall file monthly reports

with the United States and the Court setting forth the Defendants’ efforts to comply with

their individual obligations under this Final Judgment and under the Hold Separate

Stipulation and Order. To the extent such reports contain information that the Monitoring

Trustee deems confidential, such reports shall not be filed in the public docket of the

Court.

         H.     The Monitoring Trustee shall serve until the divestitures pursuant to

Section V, Section VI, or Section VII of this Final Judgment are finalized.

         I.     If the United States determines that the Monitoring Trustee has ceased to

act or failed to act diligently, the United States may appoint a substitute Monitoring

Trustee in the same manner as provided in this Section.




                                             36
XII.   AFFIDAVITS

       A.      Within twenty calendar days of the filing of the Complaint in this matter,

and every thirty calendar days thereafter until the divestitures have been completed under

Section IV, Section V, and Section VI, or Section VII, Defendants shall deliver to the

United States and any Monitoring Trustee an affidavit as to the fact and manner of their

compliance with Section IV, Section V, and Section VI, or Section VII, of this Final

Judgment. Each such affidavit shall include the name, address, and telephone number of

each person who, during the preceding thirty calendar days, made an offer to acquire,

expressed an interest in acquiring, entered into negotiations to acquire, or was contacted

or made an inquiry about acquiring, any interest in any of the Divestiture Assets, and

shall describe in detail each contact with any such person during that period. Each such

affidavit shall also include a description of the efforts Defendants have taken to solicit

buyers for the Divestiture Assets, and to provide required information to prospective

Acquirers, including the limitations, if any, on such information. Assuming the

information set forth in the affidavit is true and complete, any objection by the United

States to information provided by Defendants, including limitation on information, shall

be made within fourteen calendar days of receipt of such affidavit.

       B.      Within twenty calendar days of the filing of the Complaint in this matter,

Defendants shall deliver to the United States and any Monitoring Trustee an affidavit that

describes in reasonable detail all actions Defendants have taken and all steps Defendants

have implemented on an ongoing basis to comply with Section X of this Final Judgment.

Defendants shall deliver to the United States and any Monitoring Trustee an affidavit




                                             37
describing any changes to the efforts and actions outlined in Defendants’ earlier affidavits

filed pursuant to this section within fifteen calendar days after the change is implemented.

       C.       Defendants shall keep all records of all efforts made to preserve and divest

the Divestiture Assets until one year after such divestiture has been completed.

XIII. COMPLIANCE INSPECTION

       A.       For the purposes of determining or securing compliance with this Final

Judgment, or of determining whether the Final Judgment should be modified or vacated,

and subject to any legally recognized privilege, from time to time authorized

representatives of the United States Department of Justice Antitrust Division (“Antitrust

Division”), including consultants and other persons retained by the United States, shall,

upon written request of an authorized representative of the Assistant Attorney General in

charge of the Antitrust Division, and on reasonable notice to Defendants, be permitted:

       (1)      access during Defendants’ office hours to inspect and copy, or at the

option of the United States, to require Defendants to provide hard copy or electronic

copies of, all books, ledgers, accounts, records, data, and documents in the possession,

custody, or control of Defendants, relating to any matters contained in this Final

Judgment; and

       (2)      to interview, either informally or on the record, Defendants’ officers,

employees, or agents, who may have their individual counsel present, regarding such

matters. The interviews shall be subject to the reasonable convenience of the interviewee

and without restraint or interference by Defendants.




                                             38
          B.     Upon the written request of an authorized representative of the Assistant

Attorney General in charge of the Antitrust Division, Defendants shall submit written

reports or respond to written interrogatories, under oath if requested, relating to any of the

matters contained in this Final Judgment as may be requested.

          C.     No information or documents obtained by the means provided in this

section shall be divulged by the United States to any person other than an authorized

representative of the executive branch of the United States, except in the course of legal

proceedings to which the United States is a party (including grand jury proceedings), or

for the purpose of securing compliance with this Final Judgment, or as otherwise required

by law.

          D.     If at the time information or documents are furnished by Defendants to the

United States, Defendants represent and identify in writing the material in any such

information or documents to which a claim of protection may be asserted under Rule

26(c)(1)(G) of the Federal Rules of Civil Procedure, and Defendants mark each pertinent

page of such material “Subject to claim of protection under Rule 26(c)(1)(G) of the

Federal Rules of Civil Procedure,” then the United States shall give Defendants ten

calendar days notice prior to divulging such material in any legal proceeding (other than a

grand jury proceeding).

XIV. NO REACQUISITION

          Defendants may not reacquire any part of the Divestiture Assets during the term

of this Final Judgment.




                                             39
XV.    RETENTION OF JURISDICTION

       This Court retains jurisdiction to enable any party to this Final Judgment to apply

to this Court at any time for further orders and directions as may be necessary or

appropriate to carry out or construe this Final Judgment, to modify any of its provisions,

to enforce compliance, and to punish violations of its provisions.

XVI. EXPIRATION OF FINAL JUDGMENT

       Unless this Court grants an extension, this Final Judgment shall expire on

December 31, 2023.

XVII. NOTICE TO THE UNITED STATES

       All notifications to the United States required pursuant to this Final Judgment

shall be made to the United States Department of Justice, Antitrust Division, Litigation II

Section.




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XVIII. PUBLIC INTEREST DETERMINATION

       Entry of this Final Judgment is in the public interest. The parties have complied

with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16,

including making copies available to the public of this Final Judgment, the Competitive

Impact Statement, and any comments thereon and the United States’s responses to

comments. Based upon the record before the Court, which includes the Competitive

Impact Statement and any comments and response to comments filed with the Court,

entry of this Final Judgment is in the public interest.


Date: May 29, 2013                                        ___________/s/_____________
                                                          KETANJI BROWN JACKSON
                                                          United States District Judge
