ASSET PURCHASE AGREEMENT

Exhibit 2

ASSET PURCHASE AGREEMENT

dated as of

September 20, 2006,

by and among

SUPERIOR INDUSTRIES INTERNATIONAL, INC.,
as Seller,

SAINT JEAN INDUSTRIES, INC.,
as Buyer,

and

SAINT JEAN INDUSTRIES, SAS

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “ Agreement ”) is entered into as of September 20, 2006, by and among Saint Jean Industries, Inc., a Delaware corporation (the “ Buyer ”), Saint Jean Industries, SAS, a French simplified joint stock company (“ SJI ”), and Superior Industries International, Inc., a California corporation (the “ Seller ”).

RECITALS :

     WHEREAS, the Seller engages in, among its other business operations, the Business (as defined below) through its wholly-owned subsidiary Superior Automotive Components LLC, an Arkansas limited liability company (the “ Company ”), and through its wholly-owned subsidiary Superior Industries International—Arkansas, an Arkansas corporation (“ SII—Arkansas ”) also owns the Owned Real Property (as defined below) on which the principal facilities of the Business are situated; and

     WHEREAS, the Buyer is a wholly-owned subsidiary of SJI, and has been formed by SJI for the purposes of acquiring assets of the Business and continuing the operation of the Business; and

     WHEREAS, subject to the terms and conditions set forth herein, the Seller desires to sell, and cause the Company and SII—Arkansas to sell, substantially all of its, the Company’s and SII—Arkansas’ assets, properties, rights and interests relating to the Business and the Owned Real Property to the Buyer, and the Buyer desires to purchase and acquire such assets, properties, rights and interests for the consideration, and for the assumption by the Buyer of certain specified liabilities relating to the Business and the Owned Real Property, as set forth in this Agreement.

AGREEMENT :

     In consideration of the mutual promises contained herein and intending to be legally bound the parties agree as follows:

ARTICLE 1

DEFINITIONS/PURCHASE & SALE/CLOSING

     1.1 Definitions .

     For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires,

          (a) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular,

          (b) all references in this Agreement to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of the body of this Agreement,

          (c) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, and

          (d) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision (unless otherwise expressly provided).

     As used in this Agreement and the Exhibits and Schedules delivered pursuant to this Agreement, the following definitions shall apply:

     “ Accounts Receivable ” has the meaning set forth in Section 1.2(a)(ii).

     “ Acquired Assets ” has the meaning set forth in Section 1.2.

     “ Action ” means any action, complaint, petition, investigation, suit or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or Governmental Entity.

     “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. The Seller, the Company and SII—Arkansas are Affiliates. The Buyer and SJI are Affiliates.

     “ Aggregate Pre-Closing Taxes ” has the meaning set forth in Section 8.8(a).

     “ Agreement ” means this Agreement by and among the Buyer, SJI and the Seller as amended or supplemented together with all Exhibits and Schedules attached or incorporated by reference.

     “ Approval ” means any approval, authorization, consent, qualification or registration, or any waiver of any of the foregoing, required to be obtained from, or any notice, statement or other communication required to be filed with or delivered to, any Governmental Entity or any other Person.

     “ Arbitration Referral Period ” has the meaning set forth in Section 8.6.

     “ Assumed Contracts ” has the meaning set forth in Section 1.2(a)(viii).

     “ Assumed Liabilities ” has the meaning set forth in Section 1.5.

     “ Basket Amount ” has the meaning set forth in Section 8.4.

     “ Bill of Sale and Assumption Agreement ” has the meaning set forth in Section 1.2(a).

     “ Business ” means the aluminum suspension components business operated by the Seller through the Company as presently conducted, and shall be deemed to include the following

incidents of such business: income, cash flow, operations, condition (financial or other), assets/properties, liabilities, personnel/ management.

     “ Buyer Disclosure Schedule ” has the meaning set forth in the introductory paragraph of Article 3 hereof.

     “ Buyer Note ” has the meaning set forth in Section 1.7.

     “ Claims ” has the meaning set forth in Section 8.10.

     “ Closing ” means the consummation of the purchase and sale of the Acquired Assets and the assumption of the Assumed Liabilities under this Agreement.

     “ Closing Date ” means the date of the Closing.

     “ COBRA ” has the meaning set forth in Section 1.6(vi).

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Collateral Agreement ” has the meaning set forth in Section 6.3(c).

     “ Collection Period ” has the meaning set forth in Section 5.5.

     “ Company ” has the meaning set forth in the first recital.

     “ Contract ” means any agreement, arrangement, bond, commitment, franchise, indemnity, indenture, instrument, lease, license or understanding, whether or not in writing.

     “ Deed ” has the meaning set forth in Section 1.2(a).

     “ Direct Claim ” has the meaning set forth in Section 8.6.

     “ Effective Time ” means September 24, 2006, at 11:59 P.M., Central Daylight Time,

     “ Employee Plans ” means, collectively, all “employee benefit plans” as defined in Section 3(3) of ERISA, all other severance pay, salary continuation, bonus, incentive, stock option, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind and all other employee benefit plans, contacts, programs, funds, or arrangements in respect of any employees of the Seller related to the Business that are sponsored by the Seller.

     “ Encumbrance ” means any mortgage, pledge, lien, security interest, charge, attachment, equity, reservation of mineral interests by the Seller or any Seller Affiliate, or other encumbrance, or restriction on the creation of any of the foregoing, whether relating to any property or right or the income or profits therefrom; provided , however , that the term “Encumbrance” shall not include (i) Encumbrances reflected in the Interim Balance Sheet, (ii) statutory liens for Taxes, assessments or other governmental charges not yet delinquent or the amount of which is being contested in good faith by appropriate proceedings, (iii) encumbrances in the nature of zoning restrictions, easements, rights or restrictions of record on the use of real

property that do not and will not, individually or in the aggregate, materially affect the use of such real property, (iv) statutory or common law liens to secure landlords, lessors or renters under leases or rental agreements confined to the premises rented to the extent that no payment or performance under any such lease or rental agreement is in arrears or is otherwise due, (iv) deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pension programs mandated under applicable Law or other social security, (v) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, statutory or common law liens to secure claims for labor, materials or supplies and other like liens, which secure obligations to the extent that (A) payment of such obligations is not in arrears or otherwise due or (B) such liens do not and will not, individually or in the aggregate, materially affect the use of the Owned Real Property, (vi) restrictions on transfer of securities imposed by applicable state and federal securities laws, (vii) Permitted Exceptions or (viii) other Encumbrances incurred in the ordinary course of business of the Business and not individually or in the aggregate material to the Business.

     “ Environment ” means soil, surface waters, groundwater, land, stream, sediments, surface or subsurface strata or media, ambient air, indoor or indoor air quality, including, without limitation, any material or substance used or contained in the physical structure of any building or improvement.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the related regulations and published interpretations.

     “ Excluded Business ” means all businesses, properties, assets and operations of the Seller and its Affiliates, other than the Business.

     “ Final Balance Sheet ” has the meaning set forth in Section 1.8(a).

     “ Final Normalized Working Capital Statement ” has the meaning set forth in Section 1.8(a).

     “ Final Normalized Working Capital ” has the meaning set forth in Section 1.8(a).

     “ GAAP ” means generally accepted accounting principles in the United States, as in effect from time to time.

     “ General Survival Period ” has the meaning set forth in Section 8.3.

     “ Governmental Entity ” means any United States federal, state or local or any foreign government, governmental authority, regulatory or administrative agency, governmental commission, court or tribunal (or any department, bureau or division thereof).

     “ Hart-Scott-Rodino Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the related regulations and published interpretations.

     “ Hazardous Substance ” means (but shall not be limited to) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Laws as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances,” or any other formulation

intended to define, list or classify substances by reason of deleterious properties such as ignitibility, corrosivity, reactivity, radioactivity, carcinogenicity, reproductive toxicity or “EP toxicity,” and petroleum and drilling fluids, produced waters and other wastes associated with the exploration, development, or production of crude oil, natural gas or geothermal energy.

     “ Indemnified Party ” means the party entitled to indemnity under Article 8.

     “ Indemnifying Party ” means the party obligated to provide indemnification under Article 8.

     “ Intellectual Property ” means any of the following types of intellectual property of the Business that has been reduced to writing, including, without limitation, in electronic form and any other form, in any jurisdiction throughout the world: (a) Marks; (b) Internet domain names and rights in telephone numbers; (c) trade secrets and confidential business information (including ideas, processes, formulae, Product Designs, models, industrial designs, know-how, proprietary information and research and development, manufacturing and production processes and techniques, technical data, drawings, specifications, customer and supplier lists, pricing and cost information, business and marketing plans and proposals and documentation relating to quality); (d) software (including, but not limited to, source code, executable code, data, databases, and related documentation), website content and computer software; (e) advertisings and promotional materials; (f) other proprietary information, and (g) copies and tangible embodiments thereof (in whatever form or medium).

     “ Interim Balance Sheet ” has the meaning set forth in Section 2.3(b).

     “ Interim Balance Sheet Date ” means April 23, 2006.

     “ Inventory ” has the meaning set forth in Section 1.2(a)(iii).

     “ IRS ” means the Internal Revenue Service or any successor entity.

     “ Knowledge ” of: (i) the Seller means the knowledge of R. Jeffrey Ornstein, Steven Gamble and Craig Hoskins; and (ii) the Buyer means the knowledge of senior management of the Buyer or SJI.

     “ Law ” means any constitutional provision, statute or other law, rule, regulation, or interpretation of any Governmental Entity and any Order.

     “ Losses ” means any and all losses, damages, obligations, liabilities, claims, awards, assessments, amounts paid in settlement, judgments, orders, decrees, fines and penalties, costs and expenses (including, without limitation, reasonable legal costs and expenses); provided , Losses shall not include punitive or exemplary damages.

     “ Mark ” means any brand name, copyright, patent, service mark, trademark, tradename, and all registrations or application for registration of any of the foregoing.

     “ Material Adverse Effect ” means a material adverse effect on the Business as presently conducted; provided , that in determining whether a Material Adverse Effect has occurred or will

occur, the following shall be disregarded, and none of the following (alone or in combination) shall be deemed a Material Adverse Effect: (i) Net Losses (as defined below), (ii) general economic or industry downturns or conditions, (iii) adverse effects (including loss of employees or customers, reduction in revenue or income or business disruption) that result from the announcement or pendency of the transactions contemplated by this Agreement, (iv) Retained Assets and (v) Retained Liabilities.

     “ Material Contract ” has the meaning set forth in Section 2.4.

     “ Net Losses ” means the material net losses of the Business reflected on its financial statements and material net losses in future fiscal periods. Net Losses shall be deemed to include all business circumstances, financial conditions and results of operations that contributed to such Net Losses, and all reasonably foreseeable consequences of such Net Losses, circumstances, conditions and operations.

     “ New Exception ” has the meaning set forth in Section 4.8.

     “ Non-Assigned Contracts ” has the meaning set forth in Section 1.3(ii).

     “ Normalized Working Capital ” means, with respect to the Business, the working capital as calculated in the manner set forth on Schedule 1.1 attached hereto (i.e., including and excluding the line items and asset/liabilities types set forth thereon, and adopting the same principles used therein). The balance sheet included in Schedule 1.1 is referred to herein as the “ Reference Balance Sheet .”

     “ Order ” means any decree, injunction, judgment, order, ruling, assessment or writ.

     “ Owned Real Property ” means the approximately 70 acres of real property located at 424 Industrial Park Drive, Heber Springs, Arkansas, owned by the Seller through SII—Arkansas, on which are situated two buildings of approximately 150,000 and 145,000 square feet, respectively, used for the business operations of the Business.

     “ PBGC ” means the Pension Benefit Guaranty Corporation or any successor thereto.

     “ Permit ” means any license, permit, franchise or certificate of authority, or any waiver of the foregoing, required to be issued by any Governmental Entity.

     “ Permitted Exceptions ” has the meaning set forth in Section 4.8(b).

     “ Person ” means any individual, partnership, corporation, association, trust, limited liability company or partnership, joint venture, unincorporated organization or other entity, and any Governmental Entity.

     “ Post-Closing Tax Periods ” has the meaning set forth in Section 8.8(b).

     “ Post-Closing Tax Returns ” has the meaning set forth in Section 8.8(f)(ii).

     “ PP&E ” has the meaning set forth in Section 1.2(a)(v).

     “ Pre-Closing Tax Period ” has the meaning set forth in Section 8.8(a).

     “ Pre-Closing Tax Returns ” has the meaning set forth in Section 8.8(f)(i).

     “ Preliminary Normalized Working Capital ” has the meaning set forth in Section 1.7(c).

     “ Preliminary Normalized Working Capital Statement ” has the meaning set forth in Section 1.7(c).

     “ Prepaids ” has the meaning set forth in Section 1.2(a)(iv).

     “ Product Designs ” means the designs, plans and specifications for each product manufactured, sold, leased, or delivered by the Seller or the Company in connection with the Business as conducted immediately prior to the Effective Time, as such design, plan or specification existed at the Effective Time. The Buyer acknowledges that the Seller has incorporated the Buyer’s proprietary technology into the Seller’s manufacturing process in the Business.

     “ Purchased Intellectual Property” has the meaning set forth in Section 1.2(a)(vi).

     “ Purchased Permits” has the meaning set forth in Section 1.2(a)(ix).

     “ Purchase Price ” has the meaning set forth in Section 1.7.

     “ Release ” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping of a Hazardous Material into the Environment.

     “ Response Period ” has the meaning set forth in Section 8.6.

     “ Reserved Claims ” has the meaning set forth in Section 8.3.

     “ Retained Assets ” has the meaning set forth in Section 1.3.

     “ Retained Liabilities ” has the meaning set forth in Section 1.6.

     “ Seller Disclosure Schedule ” has the meaning set forth in the introductory paragraph of Article 2 hereof.

     “ SII—Arkansas ” has the meaning set forth in the second recital.

     “ Straddle Period ” has the meaning set forth in Section 8.8(c).

     “ Subsidiary ” means, as the case may be, any Person of which either the Seller or the Buyer (or other specified Person) shall own directly or indirectly at least a majority of the outstanding capital stock (or other equity interest) entitled to vote generally in the election of directors or in which either the Seller or the Buyer (or other specified Person) is a general partner

or joint venturer without limited liability. The Company and SII—Arkansas are Subsidiaries of the Seller. The Buyer is a Subsidiary of SJI.

     “ Tax ” means any foreign, federal, state, county or local income, sales and use, excise, franchise, real and personal property, transfer, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Governmental Entity, any interest and penalties (civil or criminal) related thereto or to the nonpayment thereof, and any Loss in connection with the determination, settlement or litigation of any Tax liability.

     “ Tax Benefits Effects ” has the meaning set forth in Section 8.10.

     “ Tax Refunds ” has the meaning set forth in Section 8.8(g).

     “ Tax Return ” means a report, return or other information required to be supplied to a Governmental Entity with respect to Taxes.

     “ Time Limit ” has the meaning set forth in Section 8.3.

     “ Title Company ” has the meaning set forth in Section 4.8.

     “ Title Documents ” has the meaning set forth in Section 4.8.

     “ Title Policies ” has the meaning set forth in Section 4.8.

     “ Title Reports ” has the meaning set forth in Section 4.8.

     “ Transaction Documents ” means this Agreement, the Buyer Note, the Collateral Agreement, the Bill of Sale and Assumption Agreement, and the Deed.

     “ Transferred Employees” has the meaning set forth in Section 5.2(a).

     “ WARN Act” has the meaning set forth in Section 1.6(vi).

     “ Working Capital Target” means $8,099,099.

     1.2 Sale of Assets by Seller and Company .

          (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing (but effective as of the Effective Time), the Buyer shall purchase and acquire from the Seller, the Company or SII—Arkansas, as applicable, and the Seller shall, and shall cause the Company or SII—Arkansas to, sell, transfer, convey, assign and deliver to the Buyer by bill of sale and assumption agreement in the form attached hereto as Exhibit A (“ Bill of Sale and Assumption Agreement ”) and by deed in the form attached hereto as Exhibit B ( “Deed” ), all of the assets, properties, rights and interests of any nature whatsoever owned or held by the Seller, the Company or SII—Arkansas as of the Effective Time and used directly or indirectly primarily in the operation of the Business (collectively, the “ Acquired Assets ”), including, but not limited to, the following (without duplication):

               (i)  Balance Sheet . All assets, properties, rights and interests of the Business set forth or which properly ought to be set forth on the Final Balance Sheet;

               (ii)  Accounts Receivable . Except for certain accounts receivable included in the definition of Retained Assets in Section 1.3, all accounts receivable and any evidence thereof relating to or arising out of the Business and operation thereof and any payments received with respect thereto after the Effective Time (including cash or check payments in transit on the Effective Time) (collectively, “ Accounts Receivable ”). An itemized list of the Accounts Receivable as of August 20, 2006 is set forth in Schedule 1.2(ii) ;

               (iii)  Inventory . The inventories of raw materials, supplies, work-in-progress and finished goods relating to the Business (collectively, “ Inventory ”). An itemized list of the Inventory as of August 20, 2006 is set forth in Schedule 1.2(a)(iii) ;

               (iv)  Prepaids . Except as otherwise set forth herein, all prepaid expenses, advance payments, deposits, surety accounts and other similar assets of the Business, including prepaid deposits with suppliers and utilities (“ Prepaids ”). An itemized list of the Prepaids as of August 20, 2006 is set forth in Schedule 1.2(a)(iv) ;

               (v)  Property, Plant and Equipment . All equipment, machines, assets in construction, office furniture and fixtures, computer equipment, office equipment, other furnishings, trucks, automobiles and other vehicles, and other tangible personal property of every kind and description, including tooling, wherever located, in each case related to the Business (collectively, “ PP&E ”). An itemized list of PP&E as of August 20, 2006 is set forth in Schedule 1.2(a)(v) ;

               (vi)  Intellectual Property Rights . All Intellectual Property related to the Business (collectively, the “ Purchased Intellectual Property ”). An itemized list of Purchased Intellectual Property as of August 20, 2006 is set forth in Schedule 1.2(a)(vi) ;

               (vii)  Business Records . All books, records, files, invoices, forms, accounts, correspondence, production records, engineering documentation, customs documentation, bills of operation, bills of material, customer lists, accounting manuals, studies, reports or summaries, whether reduced to writing, contained on electronic media or otherwise, relating, directly or indirectly, to the ownership or use of any of the Acquired Assets or other assets or properties associated with the Business;

               (viii)  Contracts . Subject to Section 1.4, all rights, benefits and interests of the Seller in and to all of the Contracts relating to the Business (collectively, the “ Assumed Contracts ” ). An itemized list of the Assumed Contracts as of August 20, 2006 is set forth on Schedule 1.2(a)(viii) ;

               (ix)  Permits . All Permits to the extent transferable to the Buyer and issued in connection with the Business or operation thereof (the “ Purchased Permits ”). An itemized list of the Purchased Permits as of August 20, 2006 is set forth on Schedule 1.2(a)(ix) ;

               (x)  Claims . All claims, causes of action and choses in action and rights against third parties or Governmental Entities if and to the extent that they relate to the

Business, the Acquired Assets or Assumed Liabilities, including without limitation, all rights under manufacturer’s and vendor’s warranties;

               (xi)  Goodwill . The goodwill in, and going concern value of, the Business and operation thereof; and

               (xii)  Real Estate . All of the Seller’s or SII—Arkansas’ right, title and interest in and to the Owned Real Property, together with all fixtures and improvements located thereat, in accordance with the provisions of Section 4.8 and the Deed.

          (b) Notwithstanding Section 1.2(a) or any other provision hereof or the Bill of Sale and Assumption Agreement or Deed, the Acquired Assets shall not include any Retained Assets.

     1.3 Retained Assets.

     The Seller, the Company or SII—Arkansas shall retain all, and the Buyer shall not purchase or acquire from the Seller, the Company or SII—Arkansas, any of the assets of the Seller or its Affiliates relating to the operation of the Excluded Business. In addition, the Acquired Assets shall not include the following assets, properties, rights and interests owned, used, occupied or held by or for the benefit of the Business (the “ Retained Assets ”):

               (i)  Designated Assets . Those assets, properties, rights and/or interests, directly or indirectly, owned, used, occupied or held by or for the benefit of the Seller, the Company or SII—Arkansas in connection with the Business, each as set forth on Schedule 1.3(i) ;

               (ii)  Non-Assigned Contracts . All of the rights and interests of the Seller, the Company or SII—Arkansas in, under or pursuant to any Contract entered into in connection with the Business, as set forth on Schedule 1.3(ii) (collectively, the “ Non-Assigned Contracts) ;

               (iii)  Non-Assignable Contracts . Without limiting the effect of Section 1.4, any Non-Assignable Contracts for which, but only so long as, the required Approval of a third Person necessary for the transfer thereof has not been obtained prior to the Closing, each as set forth on Schedule 1.3(iii) ;

               (iv)  Cash and Cash Equivalents . All cash, cash equivalents and marketable securities, including, but not limited to, cash on hand maintained at the facilities of the Seller, the Company or SII—Arkansas, and cash, cash-equivalents and marketable securities in lock boxes or on deposit with or held by any financial institution and all bank accounts of the Seller, the Company or SII—Arkansas;

               (v) Corporate Books . All of the original stock record books and minute books of the Company or SII—Arkansas, original employment records and original tax exemption (e.g., resale) certificates previously provided to the Seller, the Company or SII—Arkansas by customers of the Business and similar corporate records required by Law to be

retained by the Seller, the Company or SII—Arkansas, and one copy of the business records acquired by the Buyer pursuant to Section 1.2(a)(vii);

               (vi)  Tax Refunds . All refunds, claims for refunds or credits of Taxes of the Seller, the Company or SII—Arkansas for periods ending on or prior to the Effective Time and the benefit of net operating loss carry-forwards or other credits of the Seller, the Company or SII—Arkansas, whether or not attributable to the Acquired Assets;

               (vii)  Certain Accounts Receivable . Those certain accounts receivable described on Schedule 1.3(vii) hereto;

               (viii)  Accounts Receivable from Employees . All rights to any accounts receivable from any employee of the Seller, the Company or SII—Arkansas (i.e., employee advances);

               (ix)  Permits . All Permits relating to the Business to the extent they are not assignable or transferable to the Buyer on the Closing Date;

               (x)  Insurance Policies . Except as expressly provided herein, all insurance policies and surety bonds and rights thereunder;

               (xi)  Assets Used in Excluded Business . All assets used by the Seller in the Excluded Business;

               (xii)  Seller’s Rights Under Transaction Documents . The Seller’s rights under the Transaction Documents;

               (xiii)  Equity Interests . The equity interests the Seller holds in the Company or SII—Arkansas;

               (xiv)  Certain Debt . Any intercompany receivable cash balances between the Seller and any of its Affiliates or between any of its Affiliates;

               (xv)  Employee Plans . The Employee Plans and all assets related thereto; and

               (xvi)  Deposits . Any deposit, advances, rebates and credits related to any Retained Liability.

     1.4 Non-Assignable Contracts .

     To the extent that any of the Assumed Contracts are not assignable to the Buyer on the Closing Date by reason of their terms, but would otherwise constitute Assumed Contracts (the “ Non-Assignable Contracts ” ), for one hundred twenty (120) days after the Closing Date, the Seller shall use its commercially reasonable best efforts to obtain the consents necessary to assign such contracts to the Buyer. In the event there are any Non-Assignable Contracts, the Buyer, to the maximum extent permitted by Law, shall act during the one hundred twenty (120) day period after the Closing Date as the Seller’s agent and shall fulfill all of the obligations of the

Seller under the Non-Assignable Contracts. The Buyer shall also exercise all of the Seller’s rights under the Non-Assignable Contracts, including invoicing and collection. The Buyer shall be entitled to all sums collected by the Buyer or the Seller under the Non-Assignable Contracts. For one hundred twenty (120) days after the Closing Date, the Seller shall, consistent with instructions given by the Buyer, prepare or issue invoices or other documents, receive payments, and otherwise intervene with other parties to the Non-Assignable Contracts to enable the Buyer to receive the economic benefit of such Non-Assignable Contracts to the maximum extent permitted by Law. The allocation of rights and obligations between the Seller and the Buyer under Non-Assignable Contracts shall be the same as if the Non-Assignable Contracts had in fact been assigned on the Closing Date. All obligations of the Seller to the Buyer and all obligations of the Buyer to the Seller shall terminate on the one hundred twenty-first (121st) day after the Closing Date with respect to any Non-Assignable Contracts that have not been assumed by the Buyer within one hundred twenty (120) days after the Closing Date due to lack of consent to an assignment to the Buyer.

     1.5 Assumption of Liabilities .

     On the terms and subject to the conditions set forth in this Agreement, the Buyer shall, and SJI shall cause the Buyer to, assume, effective as of the Effective Time, and shall, and SJI shall cause the Buyer to, thereafter pay, perform and discharge as and when due the following liabilities and obligations of the Seller, the Company or SII—Arkansas relating to the Business and no others (collectively, the “ Assumed Liabilities ”):

               (i)  Trade Accounts Payable . All liabilities and obligations under the Company’s trade accounts payable to suppliers of goods and services to the Business incurred by the Company in the amount set forth on the Final Balance Sheet. An itemized list of the trade accounts payable as of August 20, 2006 is set forth on Schedule 1.5(i) ;

               (ii)  Items Received But Not Invoiced . All liabilities and obligations of the Seller or the Company in respect of the goods received by the Company but not yet invoiced by the Company’s suppliers in the amount set forth on the Final Balance Sheet. An itemized list of items received but not invoiced as of August 20, 2006 is set forth on Schedule 1.5(ii) ;

               (iii)  Post-Effective Time Liabilities Relating to Acquired Assets . All liabilities and obligations relating to or associated with the Buyer’s or SJI’s ownership, use or operation of the Acquired Assets following the Effective Time, except as specifically provided in Section 1.6(xi) or (xii);

               (iv)  Contracts . The obligations and liabilities accruing after the Effective Time under the Assumed Contracts; and

               (v)  Balance Sheet . All other liabilities of the Business reflected on the Final Balance Sheet.

     1.6 Retained Liabilities .

     The Seller, the Company and SII—Arkansas shall retain and remain liable for and shall perform and discharge as and when due, and neither the Buyer nor SJI shall assume, or be

responsible or liable with respect to, any liabilities or obligations of the Seller, the Company or SII—Arkansas which are not Assumed Liabilities, whether or not relating to the Acquired Assets (collectively the “ Retained Liabilities ”). The Retained Liabilities shall include, without limitation, the following (in each case excluding any liability or obligation assumed pursuant to Section 1.5, and excluding any liability or obligation to the extent such liability is expressly limited by Section 8.3 or 8.4):

               (i) all liabilities and obligations of and/or on behalf of the Seller, the Company or SII—Arkansas for costs and expenses incurred in connection with this Agreement or the negotiation and consummation of the transactions contemplated by this Agreement;

               (ii) all liabilities and obligations of the Seller, the Company or SII—Arkansas under any Non-Assigned Contract or any other agreements, contracts, leases or licenses which are not Assumed Contracts;

               (iii) except for liabilities and obligations expressly assumed by the Buyer and SJI pursuant to Section 1.5, all liabilities and obligations of the Seller, the Company or SII—Arkansas arising prior to the Effective Time under the Assumed Contracts;

               (iv) all employee-related liabilities of the Seller, the Company or SII—Arkansas accrued or arising out of actions, omissions or events occurring prior to the Effective Time, including, without limitation: (i) accrued salaries and wages, (ii) accrued vacation and sick pay, (iii) accrued payroll Taxes, (iv) withholdings, (v) charges of unfair labor practices, or (vi) discrimination complaints;

               (v) all liabilities and obligations of the Seller, the Company or SII—Arkansas for the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA to employees of the Seller or the Company;

               (vi) all liabilities and obligations of the Seller, the Company or SII—Arkansas pursuant to the Worker Adjustment and Retraining Notification Act ( “WARN Act” ), the Consolidated Omnibus Budget Reconciliation Act ( “COBRA” ) and all other liabilities and obligations to pay severance, termination pay, redundancy pay, pay in lieu of notice, accrued vacation pay, incentive bonus pay related to the transactions contemplated by this Agreement or other benefits to any current or former employee of the Seller, the Company or SII—Arkansas whose employment is terminated upon the consummation of the transactions contemplated by this Agreement;

               (vii) all liabilities and obligations in respect to all discretionary bonuses or incentive payments;

               (viii) all liabilities and obligations of the Seller, the Company or SII—Arkansas in respect of Employee Plans;

               (ix) all liabilities and obligations of the Seller or its Affiliates or the Business for work-related injuries or accidents that occurred prior to the Effective Time, whether a claim for such injuries or accidents is brought before or after the Effective Time;

               (x) all liabilities and obligations arising out of or relating to the manufacturing of products of the Business sold by the Seller, the Company or SII—Arkansas prior to the Effective Time, or manufactured (as determined under Section 2.14(d)) prior to the Effective Time (but excluding liabilities or obligations related to Product Designs), including without limitation, (i) damage to persons or property, regardless of whether such claim is brought before or after the Effective Time and regardless of whether such claim or demand is based on or arises under tort, negligence, contract, warranty, strict liability or any other legal theories, and (ii) any reasonable cost or expense incurred in connection with a recall of such products mandated by any Governmental Entity having jurisdiction;

               (xi) all liabilities and obligations arising out of or relating to the Product Design of any product of the Business manufactured before or after the Effective Time, regardless of when such liabilities or obligations arise, provided that the product in issue was manufactured according to and in compliance with the applicable Product Design, without material deviation from the Product Design or from the type of the Company’s past exploitation of the product, including without limitation (i) damage to persons or property, regardless of whether such claim is brought before or after the Effective Time and regardless of whether such claim or demand is based on or arises under tort, negligence, contract, warranty, strict liability or any other legal theories, and (ii) any reasonable cost or expense incurred in connection with a recall of such products mandated by any Governmental Entity having jurisdiction;

               (xii) all liabilities and obligations (i) under any warranty related to the operation of the Business prior to the Effective Time, including without limitation, any express or implied warranty related to products manufactured (as determined under Section 2.14(d)) prior to the Effective Time, or (ii) under any warranty related to Product Designs;

               (xiii) all liabilities and obligations arising out of or relating to the operation of the Business or the Seller’s, the Company’s or SII—Arkansas’ leasing, ownership or operation of any real property prior to the Effective Time, including without limitation, liabilities (including without limitation costs of clean up and remediation) resulting from (i) any Release of, or exposure to, any Hazardous Substance in connection with the operation of Business, (ii) any Release of, or any exposure to, any Hazardous Substance at any site to which any such Hazardous Substance migrated or was transported, whether such migration occurred before or after the Effective Time, (iii) the existence of any Hazardous Substance at or emanating from, any site on which the Business was or is conducted or the existence of any Hazardous Substance at, or emanating from, any site or to which any such Hazardous Substance migrated or was transported; (iv) any violation of any Environmental Law or Release of, exposure to or existence of Hazardous Material associated with the Retained Assets; and (v) or arising out of the environmental condition of the Owned Real Property;

               (xiv) except to the extent the Buyer expressly agreed to pay certain Taxes as set forth in other provisions of this Agreement, all liabilities and obligations of the Seller for income, sales, use, payroll or other Taxes arising in connection with the consummation of the transactions contemplated by this Agreement;

               (xv) all liabilities and obligations for Taxes now or hereafter imposed on the Business (including with respect to the employees engaged in the Business) or the

Acquired Assets or the Seller relating to any Tax period, or any portion of any Tax period ending before the Effective Time;

               (xvi) all liabilities or obligations associated with the Retained Assets and/or Excluded Business; and

               (xvii) liabilities relating to litigation involving the Business, the Acquired Assets, the Assumed Liabilities, the Seller or the Company arising out of actions, omissions or events occurring prior to the Effective Time.

     1.7 Closing Purchase Price Calculation .

          (a) Subject to the terms and conditions of this Agreement, the Buyer agrees, at the Closing (but effective as of the Effective Time), and SJI agrees to cause the Buyer, to (x) acquire the Acquired Assets from the Seller, the Company or SII—Arkansas, as applicable, and to pay to the Seller an aggregate price of seventeen million dollars ($17,000,000) (as may be adjusted pursuant to this Article I, the “ Purchase Price ”), of which fifteen million dollars ($15,000,000) shall be paid in cash and two million dollars ($2,000,000) shall be paid by the Buyer’s delivery to the Seller of a promissory note substantially in the form of Exhibit C hereto (the “ Buyer Note ”), and (y) assume the Assumed Liabilities. In the event that the Purchase Price is adjusted at Closing to exceed seventeen million dollars ($17,000,000), then either, as agreed by the Buyer and the Seller acting reasonably: (A) such excess shall not be paid to the Seller as Purchase Price, and the assets set forth on Schedule 1.7(a) shall automatically become Retained Assets, for the Seller’s sole benefit, such assets to be valued in accordance with such schedule, or (B) the principal amount of the Buyer Note shall be increased to reflect the amount by which the adjusted Purchase Price exceeds fifteen million dollars ($15,000,000), or (C) if the Buyer and the Seller mutually agree prior to Closing, other steps may be taken so as to cause the Purchase Price to be adjusted to an amount within the Buyer’s third-party financing commitment plus the financing provided by the Seller through its acceptance of the Buyer Note. For example, and without limitation, if the Purchase Price at Closing would be $17,100,000, but the Buyer’s third-party financing commitment is only $15,000,000 and the Seller is unwilling to increase the principal amount of the Buyer Note, assets set forth on Schedule 1.7(a) having an agreed value of $100,000 shall become Retained Assets.

          (b) At the Closing, the Purchase Price shall be either increased by the amount the Preliminary Normalized Working Capital (as determined pursuant to Section 1.7(c)) exceeds the Working Capital Target, or decreased by the amount the Preliminary Normalized Working Capital (as determined pursuant to Section 1.7(c)) is less than the Working Capital Target; provided , that neither the Buyer nor the Seller shall have any obligation to make a payment pursuant to this Section 1.7(b) if the difference between the Preliminary Normalized Working Capital and the Working Capital Target is less than or equal to fifty thousand dollars ($50,000) (it being understood that if the difference between the Preliminary Normalized Working Capital and the Working Capital Target exceeds fifty thousand dollars ($50,000), then the Buyer or the Seller, as the case may be, shall be obligated to make a payment equal only to fifty thousand dollars ($50,000) plus the amount of the excess over fifty thousand dollars ($50,000)). The Purchase Price may be subject to further adjustment as provided in Section 1.8. The Purchase

Price, as adjusted pursuant to this Section 1.7, shall be paid to the Seller on the Closing Date in immediately available funds and by delivery of the Buyer Note.

          (c) No later than one (1) day prior to the Closing Date, the Seller shall cause to be prepared and delivered to the Buyer the estimated unaudited balance sheet of the Business as of the Effective Time and a statement certifying the Seller’s good faith calculation of Normalized Working Capital as of the Effective Time prepared based on the estimated unaudited balance sheet of the Business (such statement, the “ Preliminary Normalized Working Capital Statement ”, and the Normalized Working Capital set forth thereon, the “ Preliminary Normalized Working Capital ”). The estimated unaudited balance sheet of the Business shall be prepared in the same manner and form, and applying the same principles, as the Reference Balance Sheet.

     1.8 Post-Closing Purchase Price Adjustment .

     The Purchase Price shall be adjusted after Closing as set forth in Section 1.8(e), which may be either an increase or decrease to the Purchase Price, and shall be made on the following terms and conditions:

          (a) As promptly as possible after the Closing Date, the Seller shall cause to be prepared a balance sheet of the Business as of the Effective Time (the “ Final Balance Sheet ”), which shall be prepared in the same manner and form, and applying the same principles, as the Reference Balance Sheet and which shall reflect by footnote or otherwise the adjustments necessary to conform to the definition of Normalized Working Capital set forth herein, and shall include, as necessary, a revised Schedule 1.2(ii) showing Accounts Receivable as of the Effective Time. As promptly as possible, but no later than thirty (30) days after the Closing Date, the Seller shall deliver to the Buyer the Final Balance Sheet and a statement certifying the Seller’s good faith calculation of the Normalized Working Capital of the Business as of the Effective Time (such statement to be attached hereto as Schedule 1.8(a) , the “ Final Normalized Working Capital Statement ”, and the Normalized Working Capital set forth thereon, the “ Final Normalized Working Capital ”).

          (b) The Buyer and its independent certified public accountants may review the Final Balance Sheet, the Final Normalized Working Capital Statement, the Final Normalized Working Capital, the Preliminary Normalized Working Capital Statement and the Preliminary Normalized Working Capital and may make inquiry of the representatives of the Seller’s accountants and the Seller. The Seller shall, and shall cause its independent accountants to, cooperate and assist, to the extent reasonably requested by the Buyer and/or its independent accountants, in the review of the Final Balance Sheet, the Final Normalized Working Capital Statement, the Final Normalized Working Capital, the Preliminary Normalized Working Capital Statement and the Preliminary Normalized Working Capital, including, without limitation, by making available to the extent necessary books, records, work papers and personnel. If the Buyer disagrees with any material aspect of the Preliminary Normalized Working Capital and/or Final Normalized Working Capital calculations, the Buyer shall contact the Seller in writing to attempt to resolve the matter. The Seller agrees to diligently address the Buyer’s concerns regarding the calculations of the Preliminary Normalized Working Capital and/or Final Normalized Working Capital, but has no obligation to agree with the Buyer. The determination

of the Preliminary Normalized Working Capital and Final Normalized Working Capital shall be binding and conclusive upon, and deemed accepted by, the Buyer and SJI unless the Buyer shall have notified the Seller in writing no later than thirty (30) days after receipt of the Final Normalized Working Capital Statement of any objection to the Final Normalized Working Capital or to Preliminary Normalized Working Capital or both. A notice under this Section 1.8(b) shall specify, in reasonable detail, the items in the calculation that are being disputed, and the Buyer and SJI shall be deemed to have agreed with all other items and amounts contained in the Preliminary Normalized Working Capital Statement and Final Normalized Working Capital Statement, as applicable, delivered by the Seller.

          (c) At the request of either the Buyer or the Seller, any dispute between the parties relating to the calculation of the Preliminary Normalized Working Capital and/or the Final Normalized Working Capital that cannot be resolved by them within thirty (30) days after receipt of notice of any objections to such calculation pursuant to Section 1.8(b) shall be referred to a mutually agreeable auditor independent of the parties for decision, which decision shall be final and binding on the parties. In making such decision, such auditor shall consider only those items or amounts on the Preliminary Normalized Working Capital Statement and/or the Final Normalized Working Capital Statement as to which the Buyer has disagreed. The parties agree that they will request that the auditor render its decision within thirty (30) days after referral of the dispute to the auditor for decision pursuant hereto. The fee of the auditor for, and relating to, the making of any such decision shall be borne by the parties equally.

          (d) The Final Balance Sheet, the Preliminary Normalized Working Capital and the Final Normalized Working Capital shall become final and binding on the parties hereto upon the earliest of (i) the expiration of the period within which the Seller may notify the Buyer of any objections thereto pursuant to Section 1.8(b) if no notice of objection has been given, (ii) agreement by the Seller and the Buyer that the Preliminary Normalized Working Capital and the Final Normalized Working Capital, together with any modifications thereto agreed by the Seller and the Buyer, shall be final and binding, or (iii) the date on which the auditor shall issue its decision with respect to any dispute relating to such calculation.

          (e) Within five (5) days after the determination of the Preliminary Normalized Working Capital and the Final Normalized Working Capital becomes final and binding on the parties hereto pursuant to Section 1.8(d), if the Final Normalized Working Capital is greater than the Preliminary Normalized Working Capital, the Buyer shall (and SJI shall cause the Buyer to) pay to the Seller the difference between the Final Normalized Working Capital and the Preliminary Normalized Working Capital, and if the Final Normalized Working Capital is less than the Preliminary Normalized Working Capital, the Seller shall pay to the Buyer the difference between the Final Normalized Working Capital and the Preliminary Normalized Working Capital; provided , however , that neither the Buyer nor the Seller shall have any obligation to make a payment pursuant to this Section 1.8(e) (and any related adjustment already made pursuant to Section 1.7(b) shall be reversed) if the difference between the Working Capital Target and the Final Normalized Working Capital is less than or equal to fifty thousand dollars ($50,000). All payments under this Section 1.8(e) shall be by adjustment to the principal amount of the Buyer Note or by wire transfer of immediately available funds to an account designated by the party receiving payment, as reasonably agreed by the Buyer and the Seller at the time payment is required.

     1.9 The Closing .

     The Closing will take place at the offices of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., 425 West Capitol Avenue, Little Rock, Arkansas 72201, on September 28, 2006, or on such later date as the Seller and the Buyer may agree.

     1.10 Tax Allocation .

     The Purchase Price shall be allocated among the Acquired Assets on the basis of a fair market valuation in accordance with Code § 1060. Each party will comply, and the Seller will cause the Company to comply, with the filing requirements of Code § 1060 and other applicable regulations and will provide to the other party a pre-filing copy of such filings.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLER

     Matters disclosed by the Seller in the Seller Disclosure Schedule dated September 20, 2006 and previously delivered to the Buyer (the “ Seller Disclosure Schedule ”) in reference to any particular section will be deemed to be disclosed for all purposes of Article 2 of this Agreement. Except as disclosed, or as qualified by information set forth, in the Seller Disclosure Schedule, the Seller represents and warrants to the Buyer as of the date hereof and as of the Effective Time (except to the extent that the Seller’s representations and warranties expressly speak as of a specified earlier date) as follows:

     2.1 Organization and Related Matters .

     Each of the Seller and SII—Arkansas is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each of the Seller and SII—Arkansas has all necessary power and authority to execute, deliver and perform this Agreement and any related agreements to which the Seller and SII—Arkansas is a party. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. The Company has all necessary power and authority to execute, deliver and perform this Agreement and any related agreements to which the Company is a party.

     2.2 Title .

     At the Closing (but effective as of the Effective Time) the Buyer will acquire good and valid title to the Acquired Assets (other than the Owned Real Property, as to which title insurance has been obtained) free of any Encumbrance.

     2.3 Financial Statements; Changes; Contingencies .

          (a) Annual Financial Statements . The Seller has delivered to the Buyer consolidated and consolidating balance sheets for the Business at December 31, 2005, 2004 and

2003 and the related consolidated and consolidating statements of operations, changes in stockholder’s equity and changes in financial position or cash flow for the periods then ended. Such statements of operations and cash flow present fairly in all material respects the results of operations and cash flows of the Business for the respective periods covered, and the balance sheets present fairly in all material respects the financial condition of the Business as of their respective dates, in light of the notes and other statements of accounting principles included therein.

          (b) Interim Financial Statements . The Seller has delivered to the Buyer consolidated and consolidating balance sheets for the Business at April 23, 2006 (the “ Interim Balance Sheet ”), and the related consolidated and consolidating statements of operations and cash flows and changes in stockholder’s equity for the periods then ended. The statements of operations and cash flows present fairly in all material respects the results of operations and cash flows of the Business for the respective periods covered, and the Interim Balance Sheet presents fairly in all material respects the financial condition of the Business as of its date, in each case, in light of the notes and other statements of accounting principles included therein.

          (c) Ordinary Course of Business . Since April 23, 2006, the Business has in all material respects been operated in the ordinary course of business consistent with past practice (except as may be otherwise permitted by the terms of this Agreement or as set forth in the Seller Disclosure Schedule, it being understood that the Business has incurred and will incur Net Losses, and that the Seller and the Company agreed to certain retention bonuses aggregating $90,000 with respect to nine employees for which the Seller or the Company are responsible).

     2.4 Material Contracts .

     Each Contract relating to the Business to which the Seller or any Subsidiary is a party or to which the Seller, any Subsidiary or any of their respective properties is subject or by which any thereof is bound with respect to which (a) after the Interim Balance Sheet Date obligates the Seller or the Company to pay an amount of $100,000 or more, (b) provides for an extension of credit other than in the ordinary course of business, (c) materially limits or restricts the ability of the Seller or any Subsidiary to conduct the Business, or (d) has a term that extends beyond one year from execution, shall be deemed to be a “ Material Contract. ” Schedule 2.4 lists each Material Contract (true copies of which, including all amendments and supplements, have been delivered or made available to the Buyer). Except as would not constitute a Material Adverse Effect: each Material Contract is valid and subsisting; the Seller or the applicable Subsidiary has duly performed all its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by the Seller or its Subsidiary, as the case may be, or, to the Knowledge of the Seller, any other party or obligor with respect thereto, has occurred or as a result of this Agreement will occur. Except as would not constitute a Material Adverse Effect, consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, the Seller or any Subsidiary under any Material Contract.

     2.5 Taxes .

     There are no material Tax liens on the Acquired Assets or otherwise relating to the Business, other than the lien for Taxes not yet due or accrued.

     2.6 Real and Personal Property; Leases; Sufficiency of Assets .

          (a) Schedule 2.6 lists all material tangible and real property owned by the Company or the Seller or used primarily in the Business, properly identifies each of such properties as real property (or an interest in real property) or personal property and designates any leasehold interests therein. Except as would not constitute a Material Adverse Effect, all such material tangible and real properties are in a good state of maintenance and repair (except for ordinary wear and tear) and are adequate for use in the Business. Except as would not constitute a Material Adverse Effect, all material leasehold properties held by the Seller or any Subsidiary related to the Business as lessee are held under valid, binding and enforceable leases, subject only to such exceptions as are not, individually or in the aggregate, material to the Business. To the Knowledge of the Seller, there is no pending or threatened Action that would materially interfere with the quiet enjoyment of any such leasehold by the Seller or any such Subsidiary.

          (b) The Acquired Assets, together with the rights and interests to be afforded hereunder, constitute all of the material assets and properties used or held for use in the Business as presently conducted, excluding the Retained Assets.

     2.7 Intellectual Property .

      Schedule 2.7 lists any and all Marks, Products Designs and other material items of Intellectual Property used in connection with, or necessary to, the conduct of the Business in which the Seller or its Subsidiaries have an interest and the nature of such interest. Such assets include all Permits or other rights with respect to any of the foregoing. Except as would not have a Material Adverse Effect, the Seller or the Company have all rights, title and interest in and to all Intellectual Property used in connection with, or necessary to, the conduct of the Business sufficient to permit its use without payment or the incurrence of any obligation to any Person. Neither the Company nor the Seller (solely with respect to the Business) has received written notice claiming infringement by the Company or the Seller of the Intellectual Property used in connection with, or necessary to, the conduct of the Business, of any third person, and to the Seller’s Knowledge, there is no reasonable basis for any such claim.

     2.8 Authorization; No Conflicts .

     The execution, delivery and performance of this Agreement and any related agreements by the Seller has been duly and validly authorized by the Board of Directors of the Seller and by all other necessary corporate action on the part of the Seller. This Agreement and any Transaction Documents constitute the legally valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement by the Seller and the execution, delivery and performance of any

Transaction Documents by the Seller or any Subsidiary will not (a) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, (1) the charter documents or by-laws of any of such entities or (2) in any respect any Material Contract of any of such entities, (b) result in the imposition of any Encumbrance against any asset or properties of the Seller or any Subsidiary, or (c) violate in any respect any Law, except, in the case of clauses (a)(2), (b) and (c), as would not constitute a Material Adverse Effect. Except as would not constitute a Material Adverse Effect, Schedule 2.8 lists all Permits and Approvals required to be obtained by the Seller or any Subsidiary to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, and except as would not constitute a Material Adverse Effect, the execution and delivery of this Agreement by the Seller and the performance of this Agreement and any related or contemplated transactions by the Seller or any Subsidiary will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity.

     2.9 Personnel .

          (a) Except as set forth on Schedule 2.9 (along with all documents setting out or otherwise related to such collective bargaining agreements), neither the Seller nor the Company is a party to or subject to any collective bargaining agreements with respect to the employees of the Business. Except as set forth on Schedule 2.9 , as of the date hereof, to the Seller’s Knowledge, (i) no labor union or other collective bargaining unit represents or claims to represent any of the employees of the Business, (ii) there is no union campaign being conducted to solicit cards from employees of the Business to authorize a union to request a National Labor Relations Board certifications election with respect to the employees of the Business, and (iii) there are no unfair labor practice charges or other employee-related complaints, grievances or arbitrations against the Seller pending before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Department of Labor, any arbitration tribunal or other federal, state, local or other Governmental Authority by or concerning the employees of the Business.

          (b) The Seller is in compliance with all Labor Laws with respect to the Business, except where failure to be in compliance would not have a Material Adverse Effect. The Seller is not liable for any arrears or wages, benefits, taxes, damages or penalties for failing to comply with any Labor Laws, except for liabilities that do not constitute a Material Adverse Effect.

          (c) Schedule 2.9 sets forth the names of all present employees of the Business, their dates of hire, their positions and their total annual compensation (split between the base and incentive compensation).

     2.10 Permits .

     Except as would not constitute a Material Adverse Effect, the Seller and its Subsidiaries hold all material Permits that are required by any Governmental Entity to permit each of them to conduct the Business as now conducted, and all such Permits are valid and in full force and effect and to the Knowledge of the Seller will remain so upon consummation of the transactions

contemplated by this Agreement. To the Knowledge of the Seller, no suspension, cancellation or termination of any of such Permits is threatened or imminent that could reasonably be expected to have a Material Adverse Effect.

     2.11 Compliance With Law; Legal Proceedings .

     The Seller and its Subsidiaries are organized and have conducted their respective businesses in relation to the Business in accordance with applicable Laws, and the forms, procedures and practices of the Seller and its Subsidiaries are in compliance with all such Laws, in each case to the extent applicable, the violation of which would have a Material Adverse Effect. As of the date hereof, there is no Order or Action pending or, to the Knowledge of the Seller, threatened, against the Seller or any Subsidiary of the Seller relating directly to the Business that individually or when aggregated with one or more other such Orders or Actions has or might reasonably be expected to have a Material Adverse Effect.

     2.12 ERISA . There are no liens against the Acquired Assets under Section 412(n) of the Code or Section 302(f) or 4068 of ERISA.

     2.13 Certain Interests .

     No Affiliate of the Seller, any Subsidiary nor any officer or director of any thereof, has any material interest in any property used in the Business; no such Person is indebted or otherwise obligated to the Seller or any Subsidiary; and neither the Seller nor any Subsidiary is indebted or otherwise obligated to any such Person, except for amounts due under normal arrangements applicable to all employees generally as to salary or reimbursement of ordinary business expenses not unusual in amount or significance. The consummation of the transactions contemplated by this Agreement will not (either alone, or upon the occurrence of any act or event, or with the lapse of time, or both) result in any benefit or payment (severance or other) arising or becoming due from the Seller or any Subsidiary or the successor or assign of any thereof to any Person.

     2.14 Product Warranty; Product Defects; Product Liability .

          (a) Each product manufactured, sold, leased, or delivered by the Seller, the Company or SII—Arkansas in connection with the Business prior to the date hereof has been so in conformity with all applicable Products Designs, contractual specifications and all express and implied warranties, including, without limitation, any implied warranty of merchantability, fitness for particular purpose and non-infringement, and neither the Seller, the Company nor SII—Arkansas has any liability for replacement or repair thereof or other damages in connection therewith.

          (b) None of the Seller’s, the Company’s or SII—Arkansas’ products or materials supplied to third-parties in connection with the Business prior to the date hereof contains any defects (patent or latent) or may reasonably create any dangerous condition through intended use.

          (c) Neither the Seller, the Company nor SII—Arkansas has any liability arising out of any injury to individuals or property as a result of the ownership, possession, or

use of any product manufactured, sold, leased, or delivered by the Seller, the Company or SII—Arkansas prior to the date hereof in connection with the Business through intended use.

          (d) Notwithstanding anything in this Section 2.14 to the contrary, the representations and warranties in this Section 2.14 shall not apply to any product manufactured after the Effective Time. The date of manufacture of a product shall be determined by the casting date of the product (as determined by the records of the Business) and, if the casting date cannot be conclusively established, by the assembly date code as shown on the product in issue.

     2.15 No Brokers or Finders .

     No agent, broker, finder, or investment or commercial banker, or other Person or firm engaged by or acting on behalf of the Seller, any Subsidiary or any of their respective Affiliates in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement, is or will be entitled to any brokerage or finder’s or similar fee or other commission as a result of this Agreement or such transactions.

     2.16 Environmental Compliance .

     Except as set forth in Schedule 2.16 , solely with respect to the Business, the Company, the Acquired Assets and the Owned Real Property, and specifically excluding all other assets and properties (real or personal) of the Seller and its Subsidiaries, (i) neither the Seller nor any Subsidiary has generated, used, transported, treated, stored, released or disposed of, or has suffered or permitted any Person to generate, use, transport, treat, store, release or dispose of any Hazardous Substance in material violation of any Laws; (ii) to the