THIS IS A PROSPECTIVE PURCHASER AGREEMENT WITH NORTHROP GRUMAN, WHICH PLANS TO ACQUIRE THE BUSINESS AND ASSETS OF AEROJET IN AZUSA, CALIF., INCLUDING ITS 70-ACRE ELECTRONICS PLANT LOCATED IN THE BALDWIN PARK OPERABLE UNIT OF THE SAN GABRIEL VALLEY SUPERFUND SITE. THE AEROJET PROPERTY IS A MAJOR SOURCE OF CONTAMINATION TO THE GROUNDWATER. IN EXCHANGE FOR GETTING A COVENANT NOT TO SUE, NORTHROP GRUMMAN IS REQUIRED TO PAY $325,000 CONSIDERATION (PER THE PPA), PLUS AEROJET IS REQUIRED TO PAY $9 MILLION TO THE SUPERFUND SPECIAL ACCOUNT AND $40 MILLION TO A THIRD-PARTY ESCROW ACCOUNT, AND AEROJET'S PARENT COMPANY, GENCORP, IS REQUIRED TO GUARANTEE THE PERFORMANCE OF AEROJET'S CLEANUP OBLIGATIONS UP TO $25 MILLION.