ASSET PURCHASE AGREEMENT

Exhibit 99.1

ASSET PURCHASE AGREEMENT

Between

HENDRICKSON USA, L.L.C.

Purchaser

and

DANA CORPORATION

Debtor Seller

As of September 11, 2006

TABLE OF CONTENTS

TABLE OF CONTENTS (Cont.)

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TABLE OF CONTENTS (Cont.)

Exhibits
Exhibit A – Bendix JV Supply Agreement
Exhibit B – Canadian Asset Purchase Agreement
Exhibit C – Canadian Production and Supply Agreement
Exhibit D – Chinese Purchase Agreement
Exhibit E – Dana Non-Compete
Exhibit F – Transition Services Agreement
Exhibit G – Escrow Agreement
Exhibit H – Sale Order
Exhibit I – Bill of Sale
Exhibit J – Assignment and Assumption Agreement
Exhibit K – Intellectual Property Assignment Agreement
Exhibit L – Patent Assignment
Exhibit M – Trademark Assignment Agreement
Exhibit N – Exclusive Patent License Agreement
Exhibit O – Lease Amendment
Exhibit P – Sublease
Exhibit Q – Procedures Approval Order

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the " Agreement ") dated as of September 11, 2006, by and between HENDRICKSON USA, L.L.C., a Delaware limited liability company (together with any permitted successor and assigns, the " Purchaser "), and DANA CORPORATION, a Virginia corporation (" Dana " or " Debtor Seller ").

RECITALS

     A. The Debtor Seller owns or has rights and/or interests in the Domestic Net Assets (as defined below).

     B. The Debtor Seller manufactures and sells loose trailer axles and trailer axle and suspension assemblies at a facility in Lugoff, South Carolina (the " Business "). The Business is supplemented by certain assets and operations of the Canadian Seller and Chinese Seller (each as defined below), which are non-debtor Affiliates (as defined below) of Dana located in Barrie, Ontario, Canada and Wuxi, China, respectively.

     C. The Debtor Seller filed, on March 3, 2006, with forty other domestic debtor subsidiaries of Dana, voluntary petitions for relief in the United States Bankruptcy Court for the Southern District of New York (the " Bankruptcy Court ") under chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the " Bankruptcy Code "), which cases are jointly administered at Case No. 06-10354-brl (collectively, the " Bankruptcy Proceedings ").

     D. In connection with the Bankruptcy Proceedings, the Debtor Seller will file a motion with the Bankruptcy Court seeking approval, pursuant to order of the Bankruptcy Court, of the Transactions (as defined below), including, without limitation, the sale of the Domestic Net Assets free and clear of all interests, liens, claims and encumbrances pursuant to sections 105 and 363 of the Bankruptcy Code and the assumption and assignment of certain contracts and leases pursuant to section 365 of the Bankruptcy Code.

     E. The Canadian Seller and the Chinese Seller are not subject to insolvency proceedings ancillary to the Bankruptcy Proceedings; however, the Purchaser and Debtor Seller contemplate that the closing on the sale of the Domestic Net Assets will be contingent on the closing on the sale of the Foreign Net Assets (as defined below) held by the Canadian Seller and the Chinese Seller, and vice versa.

     F. The Debtor Seller and Purchaser contemplate a closing on the Transactions immediately following entry of the Sale Order (as defined below), which Sale Order shall not be subject to any stay, temporary restraining order or injunction as of the Closing Date (as defined below), and as of the Closing Date, all conditions precedent with respect to the Foreign Net Assets will be satisfied by the Canadian Seller and the Chinese Seller.

     NOW, THEREFORE, in consideration of the premises and mutual covenants and the agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Debtor Seller and Purchaser hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINED TERMS

      1.01 Definitions . As used in this Agreement, the following terms have the meanings stated:

" Action " means an action, suit, litigation, arbitration, investigation, complaint, hearing, audit, examination or other proceeding, whether civil, criminal, administrative, investigative or appellate, in law or equity, brought by any third party before any judge, arbitrator or Governmental Body.

" Affiliate " means, as to any Person, (a) any Subsidiary of such Person and (b) any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For the purposes of this definition, "control" means the possession of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

" Agreement " has the meaning stated in the heading of this Agreement.

" Allocation " has the meaning stated in Section 3.03.

" Alternative Transaction " means any one or more transactions involving the sale of the Business or the majority of the Domestic Net Assets by the Debtor Seller, to one or more purchasers in connection with the Auction other than Purchaser, but does not include the Transactions.

" Assigned Agreements " has the meaning stated in Section 2.05(a).

" Assignment and Assumption Agreement " has the meaning stated in Section 4.03(c)(i).

" Assumed Liabilities " has the meaning stated in Section 2.03.

" Auction " means the Auction of the Business and Domestic Net Assets to be held in accordance with the procedures set forth in the Procedures Approval Order.

" Bankruptcy Code " has the meaning stated in Recital C to this Agreement.

" Bankruptcy Court " has the meaning stated in Recital C to this Agreement.

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" Bankruptcy Proceedings " has the meaning set forth in Recital C to this Agreement.

" Base Inventory Amount " means $8,018,023.

" Bendix JV Supply Agreement " means that certain supply agreement, in substantially the form attached hereto as Exhibit A, by and between Purchaser and Bendix Spicer Commercial Vehicle Foundation Brake LLC.

" Benefit Plan " means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code, and any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, restricted stock, stock appreciation rights, phantom stock, retirement, supplemental retirement, vacation, severance, termination, disability, death benefit, hospitalization, retiree medical or other plan, program, insurance, arrangement, agreement, commitment or understanding (whether or not legally binding) providing benefits to any current or former Business Employee.

" Bill of Sale " has the meaning stated in Section 4.03(c)(i).

" Business " has the meaning stated in Recital B.

" Business Day " means any day that is not a Saturday, Sunday or a day on which banks are required or authorized by Law to be closed in New York, New York.

" Business Employees " means those individuals employed by Debtor Seller who are assigned to work at the Lugoff Campus or at Debtor Seller’s facility in Kalamazoo, Michigan in operation of the Business as set forth on Schedule 1.01A . Individuals assigned to work at the Lugoff Campus or at Debtor Seller’s facility in Kalamazoo, Michigan but who are absent from work on account of disability, layoff, leave of absence (not including maternity or military leave) will not be considered Business Employees; provided, however , that if any such person returns to full-time active work within twelve (12) weeks after the date of Closing, then such individual shall be considered a Business Employee.

" Canadian Seller " means Dana Canada Corporation.

" Canadian Asset Purchase Agreement " means that certain asset purchase agreement between the Canadian Seller and Purchaser’s Affiliate, Hendrickson Suspensions Canada, Company, substantially in the form of Exhibit B hereto.

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" Canadian Production and Supply Agreement " means that certain production and supply agreement between Canadian Seller and Hendrickson Suspensions Canada, Company, substantially in the form of Exhibit C hereto.

" Chinese Purchase Agreement " means that certain asset transfer contract between the Chinese Seller and the Purchaser, or its Affiliate, substantially in the form of Exhibit D hereto.

" Chinese Purchaser " means an Affiliate of the Purchaser, organized under the Laws of China.

" Chinese Seller " means Dana (Wuxi) Technology Co. Ltd.

" Claims " has the meaning stated in Section 2.04(a).

" Clean Up " means all actions required to (a) clean up, remove, treat or otherwise remediate Hazardous Materials present in the indoor or outdoor environment, (b) prevent, pursuant to Law, the Release of Hazardous Materials so that they do not enter the environment, migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) perform pre-remedial studies and investigations and post-remedial monitoring and care, or (d) respond to any government directives, orders, requests for information or other documents in any way relating to clean up, removal, treatment or remediation or potential clean up, removal, treatment or remediation of Hazardous Materials in the indoor or outdoor environment.

" Closing " has the meaning stated in Section 4.01(a).

" Closing Date " has the meaning stated in Section 4.01(a).

" Closing Date Inventory Statement " has the meaning stated in Section 3.02(b).

" Code " means the Internal Revenue Code of 1986, as amended.

" Collective Bargaining Agreements " means any Contract between the Debtor Seller and any labor organization representing any Business Employees.

" Competing Transaction " means any disposition in any manner, directly or indirectly, of all or substantially all of the Domestic Net Assets, whether by themselves or as part of a larger transaction that includes but is not limited to the Domestic Net Assets and/or the Business (other than a disposition of all or substantially all of Debtor Seller’s assets through a confirmed chapter 11 plan, a liquidation under chapter 7 or chapter 11 of the Bankruptcy Code of the Debtor Seller’s assets or other similar liquidation procedure), other than the Transactions.

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" Consents " means any approval, consent, authorization or order of, notice to or registration or filing with, or any other action by, any Governmental Body or other Person.

" Contract " means any agreement, contract, license, lease, instrument, note, bond, mortgage, indenture, guarantee, purchase order, letter of credit or other written legally binding commitment or obligation, each as amended or modified from time to time, in each case only to the extent related to the Business or the Domestic Net Assets.

" Cure Costs " has the meaning set forth in Section 2.05(b).

" Dana " has the meaning stated in the heading of this Agreement.

" Dana Non-Compete " means that certain agreement, substantially in the form attached as Exhibit E hereto.

" Debtor Seller " has the meaning stated in the heading of this Agreement.

" Debtor Seller Leasehold " means the Debtor Seller’s lease interest in the Lugoff Campus.

" Debtor Seller Representatives " has the meaning stated in Section 8.02(a).

" Debtor Seller Required Consents " has the meaning stated in Section 5.04.

" Deposit Amount " has the meaning stated in Section 3.04(a).

" Dollars " and " $ " refer to United States dollars.

" Domestic Net Assets " has the meaning stated in Section 2.01.

" Effective Time " means 12:01 a.m. New York City time on the Closing Date.

" Environment " means any surface water, groundwater, land surface, subsurface strata, man made structure or building, sediment, plant or animal life, natural resources, indoor or outdoor air and soil.

" Environmental Law " means any Law concerning: (a) the Environment, including pollution, contamination, cleanup, preservation, protection, and reclamation of the Environment; (b) any Release or threatened Release of any Hazardous Material, including investigation, monitoring, clean up, removal, treatment, or any other action to address such Release or threatened Release; and (c) the management of any Hazardous Material,

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including the manufacture, generation, formulation, processing, labeling, distribution, introduction into commerce, registration, use, treatment, handling, storage, disposal, transportation, re-use, recycling or reclamation of any Hazardous Material, including, but not limited to, the Comprehensive Environmental Response/Compensation and Liability Act (42 U.S.C. 960 et seq .) ("CERCLA"), the Resource Conservation and Recovery Act (42 U.S.C. 6401 et. seq.), the Hazardous Materials Transportation Act, 49 U.S.C. 1802 et . seq ., the Toxic Substances Control Act, 15 U.S.C. 2601 et . seq ., the Federal Water Pollution Control Act, 33 U.S.C. 1251 et . seq ., the Clean Air Act, 42 U.S.C. 7401 et . seq ., Occupational Safety and Health Act, 29 U.S.C. 651 et . seq .

" Environmental Liability " has the meaning stated in Section 5.17(a).

" Environmental Reports " has the meaning stated in Section 5.17(c).

" Equipment " means all equipment and machinery of a Person, including, without limitation, all accessories, additions, appurtenances and improvements to, parts, products and replacements of and documents and substitutes for the foregoing.

" Equity Securities " of a Person means (a) shares of capital stock, limited liability company membership interests, partnership interests, joint venture interests or other equity securities, stock or shares of any kind of such Person, (b) securities directly or indirectly convertible into or exercisable or exchangeable for any of the securities referred to in (a) above, (c) rights, warrants, options, calls, subscriptions or commitments of any kind or character relating to, or entitling any Person directly or indirectly to purchase or otherwise acquire, any of the securities or rights referred to in (a) or (b) above, and (d) equity equivalents, interests in the ownership or earnings of, or equity appreciation, phantom stock or other similar rights of, or with respect to, such Person.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended, and the related regulations and published interpretation.

" Escrow Agent " means an escrow agent reasonably acceptable to Debtor Seller and Purchaser.

" Escrow Agreement " has the meaning stated in Section 3.04(a).

" Estimated Closing Inventory Amount " has the meaning stated in Section 3.02(b).

" Excluded Assets " has the meaning stated in Section 2.02(a).

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" Excluded Liabilities " has the meaning stated in Section 2.04(a).

" Expense Reimbursement " has the meaning stated in Section 9.03(c).

" Final Closing Inventory Amount " has the meaning stated in Section 3.02(b).

" Fixtures " means, to the extent not covered by the definition of Equipment, all fixtures appurtenant to the Debtor Seller Leasehold, including, without limitation, all accessions, additions, appurtenances and improvements to, parts, products and replacements of and documents and substitutes for the foregoing.

" Foreign Businesses " means the loose trailer axles and trailer axle and suspension assembly businesses of the Canadian Seller and the Chinese Seller.

" Foreign Net Assets " means assets owned or licensed by or subject to a leasehold interest of the Canadian Seller or the Chinese Seller, as the case may be, that will be purchased by Hendrickson Suspensions Canada, Company pursuant to the terms of the Canadian Asset Purchase Agreement and the Chinese Purchaser pursuant to the Chinese Purchase Agreement.

" GAAP " means generally accepted accounting principles in the United States as in effect from time to time, consistently applied throughout the periods to which reference is made.

" Governmental Body " means any government or any agency, bureau, commission, court, department, official, political subdivision, tribunal, board or other instrumentality of any administrative, judicial, legislative, executive, regulatory, police or taxing authority of any government, whether supranational, national, federal, state, regional, provincial, local, domestic or foreign.

" Hazardous Materials " means any hazardous or toxic substance, waste, contaminant, pollutant, gas or material, including, without limitation, radioactive materials, oil, petroleum and petroleum products and constituents thereof, which are regulated under any Environmental Law, including, without limitation, any substance, waste or material which is (a) designated a "pollutant", "hazardous substance", "extremely hazardous substance" or "toxic chemical" under the Federal Water Pollution Control Act and/or CERCLA, as amended, and/or the Emergency Planning and Community Right-To-Know Act, as amended, (b) designated or classified as a "hazardous waste" or "regulated substance" pursuant to the Resource Conservation Recovery Act (a/k/a Solid Waste Disposal Act), (c) designated or classified as a "hazardous material" under the Hazardous Material Transportation Act, as amended, (d)

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designated or classified as a "toxic substance" under the Toxic Substances Control Act, or (e) regulated in any way under the Environmental Laws of any jurisdiction where the Debtor Seller Leasehold is located or where the Debtor Seller has transported, disposed, treated, stored or Released Hazardous Materials.

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

" Indemnified Party " has the meaning stated in Section 2.07(c).

" Indemnifying Party " has the meaning stated in Section 2.07(c).

" Independent Firm " has the meaning stated in Section 3.02(b).

" Intellectual Property " means all copyrights, uncopyrighted works, trademarks, trademark rights, patents, including, without limitation, all reissues, divisionals, continuations and extensions thereof, patent rights, unpatented inventions, service marks, logos, trade names, trade name rights, computer software licenses, data, software, permits, trade secrets, know-how, protected models, designs, methods, concepts, plans, specifications, drawings, test reports, schematics, formulas, inventions, technology, processes and intellectual property rights and other proprietary rights, whether or not subject to statutory registration, together with applications and licenses for any of the foregoing and the goodwill of the Business.

" Intellectual Property Assignment Agreement " has the meaning stated in Section 4.03(c)(ii).

" Inventory " means all finished products, work in process, raw materials, goods in transit, goods at customer sites and other inventory or goods held for sale by or for the Business.

" Inventory Valuation Method " has the meaning stated in Section 3.02(b).

" Knowledge of the Debtor Seller " or " Debtor Seller’s Knowledge " means the actual knowledge, after reasonable inquiry, of Frank Sheehan and Nick Stanage.

" Knowledge of Purchaser " means the actual knowledge, after reasonable inquiry, of Keith Stephenson and Troy Pawelko.

" Law " means each applicable treaty, statute, law, rule, regulation, order, judgment, injunction, order, writ, decree or award of any Governmental Body, arbitrator or other Person.

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" Lien " means any security interest, lien (statutory or otherwise), claim, pledge, mortgage, deed of trust, hypothecation, charge, easement, conveyance of any right, option, right of first refusal or offer, or restriction or encumbrance of any kind.

" Losses " has the meaning stated in Section 2.07(a).

" Lugoff Campus " means that portion of the Debtor Seller Leasehold in Lugoff, South Carolina that is utilized by Debtor Seller for the conduct of the Business.

" Material Adverse Effect " means a material adverse effect upon (i) the financial condition of the Business and the Foreign Businesses, taken as a whole, of more than $2,500,000, (ii) the ownership, maintenance or operation of the Domestic Net Assets and the Foreign Net Assets, taken as a whole, of more than $2,500,000, (iii) the Domestic Net Assets or the Foreign Net Assets which requires or could reasonably be expected to require the expenditure, within one (1) year following the Closing Date, of more than $2,500,000 (for any single change, effect, event, occurrence or state of facts or cumulative group of changes, effects, events, occurrences or state of facts), or (iv) the legality, validity or enforceability of the Sale Documents, in each such case other than any such effect resulting from or arising in connection with the commencement of the Bankruptcy Proceedings or the announcement of the transactions contemplated hereby.

" Newly-Hired Employees " means any employee of the Debtor Seller as of the Closing Date who becomes an employee of the Purchaser as of the Closing Date.

" Other Employees " has the meaning stated in Section 2.06(c).

" Other Employees’ Liabilities " has the meaning stated in Section 2.06(c).

" P&L Statements " have the meaning stated in Section 5.06.

" Payment Amount " means an amount equal to (a) the Purchase Price less (b) the Deposit Amount plus (c) one-half of the Cure Costs with respect to the Assigned Agreements listed on Schedule 2.05(a) as of the date hereof, and all of the Cure Costs with respect to any Assigned Agreements added to Schedule 2.05(a) after the date hereof.

" Permit " means any approval, authorization, consent, franchise, license, permit or certificate issued, granted, or given by or under the authority of, any Governmental Body or pursuant to any federal, state, provincial, municipal, local or foreign Law.

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" Person " means any individual, corporation, partnership, limited liability company, association, joint venture, trust or any other entity or organization, including, without limitation, any Governmental Body.

" Procedures Approval Order " has the meaning stated in Section 7.03(a).

" Products " means the loose trailer axle, trailer axle and suspension products manufactured by the Debtor Seller in the Business prior to the Closing and listed in Schedule 1.01B .

" Purchase Price " means $24,375,000, plus or minus the adjustments made pursuant to Section 3.02.

" Purchaser " has the meaning stated in the heading of this Agreement and its permitted successors and permitted assigns.

" Purchaser Fees and Expenses " means the actual out-of-pocket fees and expenses incurred by Purchaser and its agents and consultants (including without limitation legal fees and expenses) in connection with the negotiation and drafting of definitive documentation (and schedules and exhibits) with respect to the Transactions.

" Purchaser Required Consents " has the meaning stated in Section 6.04.

" Release " means (a) any releasing, spilling, discharging, disposing, leaking, pumping, injecting, pouring, depositing, dispersing, emitting, leaching or migrating into the indoor or outdoor environment, including, without limitation, ambient air, surface water, groundwater and surface or subsurface strata, or into or out of any property, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater, surface or subsurface strata or property, and (b) the abandonment or discarding of barrels, tanks, containers or receptacles, whether or not sealed or closed, containing, or which formerly contained, Hazardous Materials.

" Required Intellectual Property " has the meaning stated in Section 5.15(a).

" Required Permits " has the meaning stated in Section 5.08(a).

" Sale Documents " means this Agreement, each other document, agreement and instrument to be executed and delivered by the Debtor Seller or the Purchaser pursuant to Article IV of this Agreement, all other documents and instruments by which the Domestic Net Assets are transferred by the Debtor Seller to the Purchaser and the Escrow Agreement.

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" Sale Order " has the meaning stated in Section 7.03(b).

" Schedule Updates " has the meaning stated in Section 7.04(a).

" Subsidiary " of any Person means any Person (a) of which such first Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the Equity Securities of such other Person, the holders of which are generally entitled to vote for the election of the board of directors, general partner, the manager or other governing body of, or otherwise control the business and affairs of, such other Person, or (b) the operations of which are consolidated with such first Person, pursuant to GAAP, for financial reporting purposes. Unless the context otherwise requires, references to one or more Subsidiaries are references to Subsidiaries of the Debtor Seller.

" Target Date " means the date which is ten (10) Business Days after the date of entry by the Bankruptcy Court of the Sale Order.

" Tax " or " Taxes " means all taxes, charges, fees, levies, duties, imposts, deposits, withholdings, restrictions, fines, interest, penalties, additions to tax or other tax, assessment or charge of any kind, including, without limitation, income, excise, personal property, real property, withholding, sales, use, gross receipts, value added, franchise, profits, capital, premium, occupational, production, severance, ad valorem, occupancy, stamp, transfer, employment, payroll, unemployment insurance, social security, disability, workers compensation, custom duties, license recording, documentation and registration fees imposed by any Governmental Body, and all interest and penalties thereon and additions thereto.

" Tax Return " means any federal, state, local or foreign return, report, claim for refund, declaration, statement or other form relating to Taxes, including, without limitation, any schedule thereto or amendment thereof.

" Termination Date " means January 31, 2007 or such later date as Purchaser and Debtor Seller may agree upon.

" Termination Fee " means Nine Hundred Thirty-Seven Thousand Five Hundred Dollars ($937,500).

" Transactions " means the transactions contemplated by, or described in, the Sale Documents, including, without limitation, the sale, transfer, assignment, conveyance and delivery of the Domestic Net Assets by the Debtor Seller to the Purchaser, and the transactions contemplated by, or described in, the Canadian Asset Purchase Agreement and the Chinese Purchase Agreement.

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" Transition Services Agreement " means that certain transition services agreement between the Debtor Seller and the Purchaser substantially in the form of Exhibit F hereto.

" Transfer " means a direct or indirect offer, transfer, sale, assignment, pledge, conveyance, hypothecation, license, sublicense or other dispositions of all or any interest.

" Value of the Inventory " has the meaning stated in Section 3.02(a).

" WARN Act " has the meaning stated in Section 2.06(e).

      1.02 Construction .

          (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof", "herein", "hereby" and derivative or similar words refer to this entire Agreement; (iv) the terms "Article" or "Section" refer to the specified article or section of this Agreement; (v) the word "including" shall mean "including, without limitation;" and (vi) the word "or" shall be disjunctive but not exclusive.

          (b) References to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto entered into in accordance with the provisions of such agreements and other documents.

          (c) References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the same.

          (d) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party.

          (e) The Schedules and Exhibits to this Agreement shall be treated as if fully incorporated into the body of the Agreement.

          (f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified and shall be counted from the day immediately following the date from which such number of days are to be counted.

          (g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP on the date of this Agreement.

ARTICLE II

PURCHASE AND SALE

      2.01 Purchase and Sale of Domestic Net Assets . Upon the terms and subject to the conditions contained in this Agreement, at the Closing, the Debtor Seller will sell, convey, transfer and assign to Purchaser, and Purchaser will purchase from the Debtor Seller, all of the right, title and interest of the Debtor Seller in and to all of the tangible and intangible assets

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located at the Lugoff Campus (other than those assets that are listed on Schedule 2.01 , which are located elsewhere but are being purchased by Purchaser, and other than the Excluded Assets (as defined below)) to the extent such tangible and intangible assets are used or held for use in the ownership, maintenance or operation of the Business, free and clear of any and all Claims and Liens (the " Domestic Net Assets "), including, but not limited, to the following:

          (a) all Equipment, tools, tooling, dies, jigs, patterns, trade fixtures, molds, spare parts, vehicles, furniture, manuals, designs, drawings and supplies and other tangible personal property (including the Debtor Seller’s interest in third party’s tools, dies and molds), including those listed on Schedule 2.01(a) , other than Equipment subject to leases that are not Assigned Agreements;

          (b) all Inventory, wherever located;

          (c) all Intellectual Property listed on Schedule 2.01(c) ;

          (d) all right, title and interest of Debtor Seller now or hereinafter existing in and to and under the Assigned Agreements, as each of the Assigned Agreements may have been amended or otherwise modified prior to the date of this Agreement, including, without limitation, the rights of Debtor Seller to receive monies to become due from and after the Closing Date under or pursuant to the Assigned Agreements;

          (e) all rights under all warranties, representations and guaranties made by suppliers to Debtor Seller with respect to the Business or the Equipment;

          (f) any and all goodwill associated with the Business and the Domestic Net Assets;

          (g) all causes of action relating to the Business and the Domestic Net Assets (other than causes of action or claims pursuant to section 510 and sections 544 through 553 of the Bankruptcy Code and similar causes of action, claims and demands and/or state Laws, including fraudulent transfer Laws) arising from or in connection with the Business on or after the Closing Date;

          (h) (A) all Permits, (B) all books of account, general, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, and (C) all other assets of any kind primarily related to or used by the Business and/or the Domestic Net Assets and not specifically identified herein, other than Excluded Assets; and

          (i) all proceeds and products of any and all of the foregoing Domestic Net Assets.

      2.02 Excluded Assets .

          (a) Notwithstanding anything herein to the contrary, the parties hereto expressly acknowledge and agree that the following assets and properties of the Debtor Seller (the " Excluded Assets ") shall be retained by the Debtor Seller and excluded from the Domestic Net Assets being purchased by the Purchaser pursuant to this Agreement:

     (i) all of the Debtor Seller’s rights under the Sale Documents, including but not limited to the Purchase Price;

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     (ii) all cash, cash equivalents, bank accounts, certificates of deposit and prepaid assets (including prepaid insurance and related rights to the refund of unearned premiums);

     (iii) all Contracts of the Debtor Seller that are not Assigned Agreements;

     (iv) all accounts receivable, intercompany receivables or notes receivable of the Debtor Seller arising from or relating to the Business prior to the Closing Date;

     (v) any Taxes recoverable or refundable (whether by refund, credit, prepayment, deferral or otherwise) to the Debtor Seller which relate to or arise from the Business for periods (and portions thereof) prior to the Closing Date other than rights to pre-payments under any Assigned Agreements;

     (vi) any and all corporate seals, charters, bylaws, minute books and any other corporate governance, organization, and capitalization documents of the Debtor Seller not related primarily to the Business;

     (vii) the insurance policies and binders of the Debtor Seller and all claims and rights thereunder and the proceeds thereof (including, without limitation, insurance premium refunds) except to the extent such proceeds relate to Domestic Net Assets which have been damaged and not repaired or replaced prior to the Closing;

     (viii) all claims, defenses, causes of action, choses in action, or claims and recoveries of any kind, in each case related to any Excluded Assets or Excluded Liabilities or under chapter 5 of the Bankruptcy Code;

     (ix) all Equity Securities of any Subsidiary, foreign or domestic, of the Debtor Seller; and

     (x) all Intellectual Property not specifically set forth on Schedule 2.01(c) ;

     (xi) all tangible and intangible assets of Debtor Seller used primarily for purposes other than the ownership, maintenance or operation of the Business; and

     (xii) the assets identified on Schedule 2.02(a)(xii) .

      2.03 Assumption of the Assumed Liabilities . Upon terms and subject to the conditions of this Agreement, at the Closing, the Purchaser will, as of the Closing Date, assume, satisfy and perform only the obligations specifically listed below (the " Assumed Liabilities "):

          (a) all liabilities relating solely to any Domestic Net Asset and arising or accruing on or after the Closing;

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          (b) all liabilities, claims, demands, expenses, or commitments related to the Business arising or accruing on or after the Closing, including, without limitation, liabilities for utility, telephone and other services and goods;

          (c) all liabilities that Purchaser or any of its Affiliates has agreed to pay for or be responsible for pursuant to the terms of the Transition Services Agreement;

          (d) all liabilities arising or accruing on or after the Closing with respect to any return, rebate, warranty or similar liabilities arising or accruing in the ordinary course of business relating to Products designed, manufactured, serviced or sold, at any time, whether before or after the Closing (for purposes of clarity, any recall, campaigns or field actions, or retrofit programs required by the U.S. National Highway Traffic Safety Administration or other Governmental Body relating to Products designed, manufactured, serviced or sold or services performed prior to the Closing shall not be considered "in the ordinary course of business");

          (e) all liabilities arising or accruing on or after the Closing for death, personal injury, other injury to persons or damage to property relating to, resulting from, caused by or arising out of, directly or indirectly, the use of or exposure to any of the Domestic Net Assets or Products (or any part or component thereof) designed, manufactured, serviced or sold, or services performed, by the Business on or after the Closing, including any such liabilities for negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for a particular purpose or the use of Products (or any part or component thereof) designed, manufactured, serviced or sold, or services performed, by the Purchaser on or after the Closing;

          (f) liabilities relating to, resulting from, caused by or arising out of, a defective design of any Products manufactured, serviced or sold by Purchaser on or after the Closing, but designed by Debtor Seller prior to the Closing;

          (g) liabilities relating to the Newly-Hired Employees arising or accruing on or after the Closing;

          (h) obligations under the Assigned Agreements arising or accruing on or after the Closing consistent with section 365 of the Bankruptcy Code; and,

          (i) the liabilities as set forth in Section 2.06(e).

      2.04 Excluded Liabilities .

          (a) Purchaser Not Assuming Liabilities Other Than Assumed Liabilities . Notwithstanding any provisions of the Sale Documents to the contrary, the Purchaser will not accept, acquire, assume or become liable to pay, perform or discharge any liabilities or obligations of the Debtor Seller or the Business other than the Assumed Liabilities. All liabilities or obligations of the Business prior to the Closing or of Debtor Seller, other than Assumed Liabilities, shall be " Excluded Liabilities " for the purposes of this Agreement. Without in any way limiting the foregoing, but subject to Sections 2.03 and 2.06(e), Purchaser is not assuming any liability relating to any grievances, charges, claims, liabilities, obligations, actions, suits, proceedings and demands (including, without limitation, reasonable attorneys’ fees) (hereinafter " Claims "):

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     (i) made by on or behalf of any Person arising out of or in any way related to their employment relationship with the Debtor Seller, and whether asserted before or after the Closing, including, but not limited to (A) Claims based upon any Collective Bargaining Agreement; (B) Claims arising under Title VII of the Civil Rights Act, the Age Discrimination In Employment Act, the Americans With Disabilities Act or the Fair Labor Standards Act; (C) Claims arising under any other federal, state or local laws, statutes, ordinances, rules, regulations, orders, determinations, judgments, or directives, whether legislatively, judicially or administratively promulgated; (D) Claims based upon or arising out of any written or oral contract, agreement or commitment with Debtor Seller, and relating to the terms or conditions of employment, compensation, deferred compensation, vacation pay, sick leave, profit sharing, pension, retirement, or any type of benefit or emolument of employment; or (E) any multi-employer benefit plan to which either Debtor Seller has or does contribute;

     (ii) except as set forth in Sections 2.03(d), 2.03(e) and 2.03(f), arising or accruing at any time, either before, on or after Closing, or relating to any incident which occurred or which will occur in the future relating to, resulting from, caused by or arising out of, any Products designed, manufactured, serviced or sold, or services performed, by the Debtor Seller or the Business prior to Closing;

     (iii) except as set forth in Sections 2.03(d) and 2.03(f), arising or accruing at any time, either before, on or after Closing, relating to any recall, campaign or field actions or retrofit program outside the ordinary course of business relating to Products designed, manufactured, serviced or sold or services performed by the Debtor Seller or the Business, prior to Closing, including, but not limited to, any recall, campaign, field action or retrofit program required by the U.S. National Highway Traffic Safety Administration or other Governmental Body;

     (iv) except as set forth in Sections 2.03(e) and 2.03(f), arising or accruing at any time, either before, on or after Closing, or relating to any incident which occurred or which will occur in the future for death, personal injury, other injury to persons or damage to property relating to, resulting from, caused by or arising out of, directly or indirectly, the use of or exposure to any of the Domestic Net Assets or Products (or any part or component thereof) designed, manufactured, serviced or sold, or services performed, by the Debtor Seller or the Business prior to Closing, including asbestos; or

     (v) all accounts payable of the Business arising or accruing prior to the Closing, and all accounts payable of Debtor Seller arising or accruing prior to, on or after the Closing.

          (b) Debtor Seller to Perform Excluded Liabilities . The Purchaser will acquire the Domestic Net Assets free and clear of all Claims, liabilities, and obligations except for the Assumed Liabilities. The Debtor Seller will remain responsible for all Claims, liabilities and obligations other than the Assumed Liabilities, subject, however, to the Debtor Seller’s rights under the Bankruptcy Code and other available defenses.

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      2.05 Assigned Agreements .

          (a) Assigned Agreement List . Debtor Seller shall assume and assign to the Purchaser all Contracts listed on Schedule 2.05(a) (the " Assigned Agreements "). Notwithstanding the foregoing, Purchaser may request and the Debtor Seller shall file with the Bankruptcy Court a request by the Purchaser to modify Schedule 2.05(a ) to add additional Contracts used primarily for or held primarily for use in the ownership, maintenance or operation of the Business to Schedule 2.05(a) as Assigned Agreements and have the Purchaser pay the corresponding Cure Costs therefore; provided, however , that any such motion to modify Schedule 2.05(a) is made in writing by the Purchaser within sixty (60) days following the Closing Date, and provided, further, that Debtor Seller shall not be required to modify Schedule 2.05(a) with respect to any Contract that it has previously rejected in the Bankruptcy Proceedings.

          (b) Cure Amounts and Adequate Assurances . To the extent required by the Bankruptcy Court in accordance with the Bankruptcy Code to permit the assumption by the Debtor Seller and the assignment of the Assigned Agreements to the Purchaser pursuant to this Agreement, the Debtor Seller hereby agrees to pay the cure amount required (in accordance with section 365(b)(1) of the Bankruptcy Code) (the " Cure Costs ") and the Purchaser will provide adequate assurance of future performance (in accordance with section 365 of the Bankruptcy Code) with respect to each such Assigned Agreement. Purchaser shall reimburse Debtor Seller for any Cure Costs with respect to Assigned Agreements added to Schedule 2.05(a) after the date hereof, which are not taken into account in the computation of the Payment Amount pursuant to Section 2.05(a). Such reimbursements shall become due and payable no later than thirty (30) days after receipt by Purchaser of an invoice and supporting documentation in reasonable detail from Debtor Seller regarding the payment of such Cure Costs.

      2.06 Employees .

          (a) Employment Offers . The Purchaser shall extend employment offers to all Business Employees on such terms and conditions that assure that Debtor Seller will not incur any severance obligations (or other related employee costs or expenses of any kind) for any of such Business Employees on account of (i) Debtor Seller’s termination of the employment of such Business Employees, and (ii) Purchaser’s subsequent offers to employ, and continued employment by Purchaser of, such Business Employees.

          (b) Newly-Hired Employees . With respect to all Newly-Hired Employees, the Purchaser will be responsible for all liabilities and obligations incurred on or after the Closing and in accordance with the Purchaser’s employment offers to and employment of the Newly-Hired Employees (and, if appropriate, consistent with applicable law). The Debtor Seller shall be responsible for all liabilities and obligations incurred prior to the Closing with respect to such Newly-Hired Employees, except to the extent any such liability or obligation is an Assumed Liability. For purposes of this Section 2.06(b), a Claim will be deemed "incurred" on the earlier of the date that the event that gives rise to the Claim occurs (for purposes of life insurance and sickness/accident/disability programs) or on the date that the treatment or services are provided (for purposes of health care programs).

          (c) Other Employees . Purchaser will not assume or become responsible for any liability or obligations (the " Other Employees’ Liabilities ") to any current, former or inactive employees of the Debtor Seller (all such employees being the " Other Employees ") other than Assumed Liabilities with respect to the Newly-Hired Employees.

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          (d) No Rights of Officers, Employees or Labor Organizations . The parties hereto expressly acknowledge and agree that the matters and agreements set forth in this Section 2.06 are strictly agreements between the Debtor Seller and the Purchaser and no present or former officer or employee of the Debtor Seller or any labor organization representing such individuals, has any rights (directly, as a third party beneficiary or otherwise) under this Section 2.06, and shall not have any right to enforce any of the agreements set forth in such Section.

          (e) WARN Act . Notwithstanding any provision in this Agreement to the contrary, the Purchaser shall assume and satisfy any liability of Debtor Seller under the Worker Adjustment and Retraining Notification Act, as amended (29 USC § 2101 et seq.) (the " WARN Act ") with regard to Business Employees who do not become Newly-Hired Employees.

      2.07 Indemnification .

          (a) Purchaser Obligation to Indemnify . From and after the Closing, Purchaser hereby agrees to indemnify and hold harmless Debtor Seller and its Affiliates from any and all claims, actions, obligations, liabilities losses and damages, including reasonable attorneys’ fees (collectively, " Losses "), arising from or relating to (i) any suit or claim of violation brought against Debtor Seller under the WARN Act related to any actions taken by Purchaser or its Affiliates on or after the Closing with respect to any Business Employee; (ii) all Claims asserted by Business Employees against Debtor Seller with respect to Purchaser’s failure to perform in accordance with Section 2.06(a); (iii) the breach of, or default in performance by Purchaser of, any of Purchaser’s obligations or responsibilities contained in this Agreement; or (iv) the breach of, or default in performance by Purchaser of, any of Purchaser’s obligations under the Escrow Agreement, including, if such breach or default results in the Escrow Agent seeking indemnification from Debtor Seller.

          (b) Debtor Seller Obligation to Indemnify . From and after the Closing, Debtor Seller hereby agrees to indemnify and hold harmless Purchaser and its Affiliates from any Losses, arising from or relating to (i) the breach of, or default in performance by Debtor Seller of, any of Debtor Seller’s obligations or responsibilities contained in this Agreement; (ii) a breach of Debtor Seller’s representation and warranty set forth in Section 5.11, or (iii) the breach of, or default in performance by the Debtor Seller of, any of Debtor Seller’s obligations under the Escrow Agreement, including if such breach or default results in the Escrow Agent seeking indemnification from Purchaser.

          (c) Procedures for Indemnification . Whenever a claim shall arise for indemnification under this Section 2.07, the party entitled to indemnification (the " Indemnified Party ") shall promptly notify the party from which indemnification is sought (the " Indemnifying Party ") of such claim and details reasonably sufficient to disclose the nature and scope of the claim within seven (7) days; provided , however , that no delay or failure to give such notice by the Indemnified Party to the Indemnifying Party shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party, except to the extent that such delay or failure has materially prejudiced the Indemnifying Party. In the event of any such claim for indemnification, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party. If an Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall be entitled to take all steps necessary in the defense thereof including the settlement of any case that involves solely monetary damages

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without the consent of the Indemnified Party; provided , however , that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. The Indemnifying Party, if it has assumed the defense of any claim or legal proceeding as provided herein, shall not consent to, or enter into, any compromise or settlement of, or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or legal proceeding without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, it shall not be deemed to be unreasonable to withhold consent to a settlement involving injunctive relief which may involve cessation of Debtor Seller’s business operations or a settlement that could be deemed to establish negative precedent. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Section 2.07, including, but not limited to, providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claims or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 2.07(c).

ARTICLE III

CONSIDERATION

      3.01 Consideration . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, as consideration for the purchase of the Domestic Net Assets:

          (a) the Purchaser will pay an amount equal to the Payment Amount to Debtor Seller’s bankruptcy estate by wire transfer of immediately available funds; and

          (b)