ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT , dated as of November 30, 2006 (the " Effective Date "), is made by and among LEAR CORPORATION, a Delaware corporation (" Lear "), INTERNATIONAL AUTOMOTIVE COMPONENTS GROUP NORTH AMERICA, INC., a Delaware corporation (the " Company "), WL ROSS & CO. LLC, a Delaware limited liability company (" WL Ross "), FRANKLIN MUTUAL ADVISERS, LLC (" Franklin "), and INTERNATIONAL AUTOMOTIVE COMPONENTS GROUP NORTH AMERICA, LLC, a Delaware limited liability company (" IACNA "). WL Ross, Franklin and IACNA have entered into this Agreement solely for purposes of agreeing to be bound by the provisions of Section 6.20 below. Each of Lear and the Company may hereafter be referred to as a "party" or collectively as "parties."

RECITALS

     A. The Asset Sellers (as hereinafter defined) and the Sale Companies (as hereinafter defined) are engaged in the research, development, engineering, design, manufacturing, distributing, marketing and selling of automotive interiors components to customers in North America.

     B. The Asset Sellers desire to transfer, sell, convey, assign and deliver to the Company, and the Company desires to purchase and accept from the Asset Sellers, the Purchased Assets (as hereinafter defined), and the Stock Sellers (as hereinafter defined) desire to sell to the Company and the Company desires to purchase, the Holding Company Shares (as hereinafter defined), in each case, on the terms and subject to the conditions of this Agreement.

     C. The Asset Sellers desire to assign to the Company, and the Company is willing to assume, the Specified Liabilities (as hereinafter defined) on the terms and subject to the conditions of this Agreement.

     D. Lear and the Company desire that the foregoing transactions be completed on such terms and subject to such conditions and, together with the other, wish to make certain representations, warranties and covenants in connection therewith.

AGREEMENT

     Now, therefore, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Definitions . In addition to the terms defined elsewhere herein, the following terms, as used herein, have the following meanings when used herein with initial capital letters:

     " Accounting Firm " means Deloitte & Touche LLP, or such other firm as may be agreed in writing by the Company and Lear.

1

     " Affiliate " means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person on or after the date of this Agreement. For the purposes of this Agreement, " control ," when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms " controlling " and " controlled " have meanings correlative to the foregoing.

     " Affiliate Loans " means (i) a loan from WL Ross (or one or more of its Affiliates) to the Company in the principal amount of $33,333,333 on the terms and conditions set forth in the applicable Promissory Note and (ii) a loan from Franklin (or one or more of its Affiliates) to the Company in the principal amount of $16,666,667 on the terms and conditions set forth in the applicable Promissory Note.

     " Agreement " means this Asset Purchase Agreement, as the same may be amended from time to time in accordance with the terms hereof.

     " Ancillary Agreements " means (i) the Transition Services Agreement; (ii) the Promissory Notes; (iii) the Intellectual Property Transfer and License Agreement; (iv) the LLC Agreement; (v) the Registration Rights Agreement; (vi) the Supply Agreement; (vii) the Asian Joint Venture Agreement; (viii) the Facility Leases; and (ix) all other instruments, deeds, assignments, assumptions, certificates, bills of sale and other agreements entered into by a Lear Company, WL Ross, Franklin, the Company or IACNA (or any of them or any of their Affiliates) in connection with the consummation of the transactions contemplated by this Agreement.

     " Antitrust Laws " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, the Competition Act (Canada), the Mexican Federal Economic Competition Law and regulations promulgated thereunder and any other statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate action having the purpose or effect of monopolization or restraint of trade.

     " Asian Joint Venture " means a limited liability company established to hold assets directly related to Lear’s existing interiors business with Asian customers, as more specifically described on Schedule 1.1.1 .

     " Asian Joint Venture Agreement " means a limited liability company agreement between a Subsidiary of Lear, WL Ross and Franklin relating to the Asian Joint Venture, such agreement to be consistent with the terms set forth on Schedule 1.1.1 .

     " Asset Sellers " means Lear and any of its Affiliates that hold the Purchased Assets immediately prior to the Closing, including any Subsidiary that Lear forms prior to the Closing to hold the Purchased Assets in furtherance of the transactions contemplated by this Agreement.

     " Assumed Employee Liabilities " means all Liabilities arising in the Ordinary Course of Business for the payment of employee wages or salaries, bonuses, commissions, vacation pay for the period from the date that is 12 months prior to the Closing Date through the Closing, sick pay, payroll and employer related withholding and tax and social security obligations, but excluding any other liabilities or obligations arising under any Benefit Plan.

Purchase Agreement

2

     " Balance Sheet " means the unaudited consolidated balance sheet for the Business, including the Sale Companies, as of the Balance Sheet Date.

     " Balance Sheet Date " means September 30, 2006.

     " Benefit Plans " means any employee benefit plan, program, scheme, policy, obligation, arrangement or customary practice, whether written or unwritten, owed, adopted or followed by a Lear Company or any ERISA Affiliate, to provide benefits to current or former officers, directors, Employees of the Business, or a Lear Company or ERISA Affiliate in connection with the Business, including without limitation, an "employee benefit plan" within the meaning of ERISA Section 3(3), any deferred compensation plan, material fringe benefit plan or program, bonus or incentive plan, stock option, stock purchase, restricted stock, stock bonus, phantom stock or stock appreciation plan or arrangement or stock related award, vacation pay, bonus program, service award, moving expense, deferred bonus plan, severance plan or arrangement, salary reduction agreement, change-in-control agreement, employment agreement or consulting agreement, compensation or separation, whether or not insured or funded, which in all cases, is sponsored or maintained, contributed to, or required to be contributed to, by a Lear Company or an ERISA Affiliate for the benefit of, or as to which a Lear Company or an ERISA Affiliate has any actual or contingent liability with respect, current or former Employees, officers or directors of the Business or a Lear Company or an ERISA Affiliate in connection with the Business.

     " Business " means the business and operations comprising Lear’s North American Interior Systems Division (consisting of instrument panels, headliners, cockpits, flooring, acoustics, door panels, blow molding and other miscellaneous automotive plastic parts) as of the Closing Date, but excluding those operations listed on Schedule 1.1.2 attached hereto.

     " Business Day " means a day that is not a Saturday, Sunday or a day on which commercial banking institutions located in New York City are authorized or required to close.

     " Business IP " means any Intellectual Property Right which relates primarily to the Business.

     " Business IP Agreements " means (i) licenses of Intellectual Property by a Sale Company to a third party, (ii) licenses of Intellectual Property by any third party to a Sale Company in connection with the Business, other than nonexclusive object code licenses of commercially available software, (iii) agreements between any Sale Company and any third party relating to the development or use of Intellectual Property or the development or transmission of data, and (iv) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of the Owned Intellectual Property.

     " Canadian Holding Company " means the Delaware corporation to be formed by the Lear Companies pursuant to the Reorganization, which, as of the Closing Date, shall own, directly or indirectly, all of the issued and outstanding shares or other equity ownership interests of the Canadian Subsidiaries.

     " Canadian Subsidiaries " means the Canadian entities formed pursuant to the Reorganization to hold, as of the Closing Date, the assets owned by the Current Canadian Subsidiaries and used primarily in the Business.

     " Closing Net Working Capital " means the Net Working Capital as of the Closing Date, determined pursuant to the procedures set forth in Section 2.5.

Purchase Agreement

3

     " Closing Tooling Net Assets " means the Tooling and Engineering Net Assets included in the Purchased Assets and the Sale Companies as of the Closing Date.

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

     " Contracts " means purchase orders, sales agreements, service contracts, distribution agreements, leases, licenses, product warranty or service agreements, and other commitments, agreements, and undertakings binding upon a Person.

     " Current Assets " means all accounts receivable, inventory and prepaid expenses to non-affiliated third parties, (including all inter-company trade accounts receivable between two or more Lear Companies (with respect to the Business), but excluding all other inter-company receivables between two or more Lear Companies (with respect to the Business)) and excluding the assets described in clause (i) of the definition of Tooling and Engineering Net Assets.

     " Current Canadian Subsidiaries " means Lear Canada Investments, Ltd., Lear Corporation Canada, Ltd. and Lear Canada.

     " Current Liabilities " means all accounts payable and accrued expenses (including all inter-company trade accounts payable between two or more Lear Companies (with respect to the Business), but excluding all other inter-company payables between two or more Lear Companies (with respect to the Business)), excluding all accrued Income Taxes of any Lear Company and Transfer Taxes as defined in Section 6.14(g) and excluding the liabilities described in clause (ii) of the definition of Tooling and Engineering Net Assets.

     " Current Mexican Subsidiaries " means Lear Corporation Mexico, S. de R.L. de C.V., Lear Electrical Systems de Mexico, S. de R.L. de C.V., Consorcio Industrial Mexicano de Autopartes, S.A. de C.V. and Lear Corporation Silao, S.A. de C.V.

     " Current Subsidiaries " means the Current Canadian Subsidiaries and the Current Mexican Subsidiaries.

     " Customer Contract " means all Contracts between a Lear Company and a customer of the Business in connection with the Business.

     " Employees " means all current and former employees of the Asset Sellers and the Current Subsidiaries (to the extent employed primarily in connection with the Business) and all current or former employees of the Sale Companies, other than the Excluded Employees.

     " ERISA Affiliate " means any Person that, together with the Asset Sellers, would be treated as a single employer under Section 414 of the Code.

     " Excluded Assets " means the following assets of the Asset Sellers:

     (i) all cash, cash equivalents (including marketable securities), bank accounts and bank deposits (other than rent deposits in respect of any leasehold Real Property);

     (ii) all prepaid Income Taxes and claims or rights to refunds for any Income Taxes for which the relevant Asset Seller either is or may be liable, together with

Purchase Agreement

4

any net operating losses or future tax benefits relating thereto that the relevant Asset Seller is or may be entitled to;

     (iii) all pension or retirement plan assets of the relevant Asset Seller under any Benefit Plan of any Lear Company with respect to any Employee;

     (iv) all corporate minute books and stock transfer books, corporate seals, books of account, financial records, Tax Returns, Tax files and related Tax work papers and all documents prepared in connection with the transactions contemplated by this Agreement, whether in hard copy or electronic format (collectively, the " Excluded Records "), provided that the Company shall receive copies of the books of accounts and financial records included in the Excluded Records;

     (v) all rights of the relevant Asset Seller pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs or defenses that the relevant Asset Seller may have with respect to the Retained Liabilities, any of the Excluded Assets, this Agreement and/or any of the Ancillary Agreements;

     (vi) the Retained Names, other than the rights to use any such Retained Name or other right pursuant to the Intellectual Property Transfer and License Agreement and pursuant to Section 6.15;

     (vii) any equity interest in any Lear Company other than the Sale Companies;

     (viii) all Intellectual Property Rights owned or licensed by the relevant Asset Seller other than the Lear Business IP and the Business IP Agreements, except to the extent set forth in the Intellectual Property Transfer and License Agreement;

     (ix) all policies of insurance and all proceeds therefrom to the extent related to any Excluded Liability;

     (x) all assets of the Business sold or otherwise disposed of in the Ordinary Course of Business during the period from the Effective Date until the close of business on the Closing Date not in violation of any Asset Seller’s obligations under this Agreement;

     (xi) all accounts receivable (including all inter-company non-trade receivables) and prepaid expenses to the extent not reflected in the calculation of the Closing Net Working Capital;

     (xii) all assets set forth in Schedule 1.1.3 ; and

     (xiii) all other assets of the relevant Asset Seller that are not primarily used in the Business and all rights arising from any of those assets.

     " Excluded Employees " means those persons listed in Schedule 1.1.4 .

     " Facility Leases " means the lease(s) for the facilities described in Section 6.18, the material terms of which are set forth on Exhibit A hereto.

Purchase Agreement

5

     " Financial Statements " means (i) the Balance Sheet and (ii) the related unaudited consolidated statements of income for the Business for the nine months ended on the Balance Sheet Date, attached hereto as Schedule 1.1.5 .

     " GAAP " means generally accepted accounting principles, as in effect in the United States on the date of this Agreement, consistently applied in accordance with the past practice of the Business.

     " Governmental Authority " means any governmental or regulatory agency, authority, bureau, commission, department, official or similar body or instrumentality, or any governmental court, arbitral tribunal or other body administering dispute resolution or judicial or quasi-judicial authority.

     " Holding Companies " means the Canadian Holding Company and the Mexican Holding Company.

     " Holding Company Shares " means all of the issued and outstanding shares or other equity ownership interests of the Mexican Holding Company and the Canadian Holding Company.

     " Income Taxes " means any Tax imposed on, or measured by, net income or net worth (including any penalties or interest or other additional amounts imposed thereon).

     " Income Tax Return " means any return, declaration, report, claim for refund, information return or other document (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of Income Taxes of any party or the administration of any Laws or administrative requirements relating to any Income Taxes.

     " Indebtedness " means indebtedness for borrowed money or capitalized lease obligations, whether or not pursuant to a written Contract, and all obligations to guarantee or collateralize any such indebtedness or obligation of any Affiliate.

     " Intellectual Property Transfer and License Agreement " means the Intellectual Property Transfer and License Agreement in the form of Exhibit B .

     " Intellectual Property Right " means any trademark, service mark, trade name, product designation, logo, slogan, invention, patent, trade secret, copyright, know-how, proprietary design or process, computer software and database, Internet address or domain name (including any registrations or applications for registration or renewal of any of the foregoing), research in progress, or any other similar type of proprietary intellectual property right.

     " IRS " means the U.S. Internal Revenue Service or any successor agency and, to the extent relevant, the U.S. Department of Treasury.

     " Knowledge of Lear ", or words of similar import, means the actual knowledge of Roger Jackson, Douglas DelGrosso, Daniel Ninivaggi, Joseph Zimmer, James Kamsickas, Jeff Vanneste, Earl La Fontaine (with respect to intellectual property matters) or Bill Brockhaus (as to the Current Mexican Subsidiaries), collectively.

Purchase Agreement

6

     " Knowledge of the Company ", or words of similar import, means the actual knowledge of Wilbur Ross, Patrick Machir or Stephen Toy, collectively.

     " Law " means any U.S. or non-U.S. federal, state or local statute, law, rule, regulation, ordinance, code, permit, license, policy or rule of common law.

     " Lear Business IP " means all Business IP owned or controlled by Lear or any Lear Affiliate (other than the Sale Companies).

     " Lear Company " means Lear or one of its controlled Affiliates (including, for the avoidance of doubt, the Sale Companies).

     " Lear IP Agreements " means (a) licenses of Business IP by Lear or any Lear Affiliate (other than the Sale Companies) to any third party, (b) licenses of Business IP by any third party to Lear or any Lear Affiliate (other than the Sale Companies), (c) agreements between Lear or any Lear Affiliate and any third party relating to the development or use of Business IP, and (d) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of the Lear Business IP.

     " Liability " means any obligation or liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

     " Lien " means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset.

     " LLC Agreement " means the limited liability company agreement of IACNA, the form of which is attached hereto as Exhibit C .

     " Material Adverse Effect " means one or more events, occurrences, developments or circumstances that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on the assets, business, financial condition, prospects or results of operations of the Business, as applicable (taken as a whole), excluding, in each case, any such effect resulting from or arising out of (i) changes or conditions generally affecting the automotive industry in North America or the industry sectors that include the Business that do not have a disproportionate effect on the Business relative to the competitors of the Business, (ii) the execution or performance of this Agreement or the announcement thereof, (iii) changes in financial markets or changes in the economies of Canada, Mexico or the United States, (iv) changes arising from or relating to compliance with the terms of this Agreement, or action taken, or failure to act, to which Lear or the Company, as applicable, has consented, or (v) changes in Laws after the date hereof.

     " Mexican Holding Company " means the Delaware corporation to be formed by the Lear Companies pursuant to the Reorganization, which, as of the Closing Date, shall own, directly or indirectly, all of the issued and outstanding shares or other equity ownership interests of the Mexican Subsidiaries.

     " Mexican Subsidiaries " means Consorcio Industrial Mexicano de Autopartes, S.A. de C.V. and/or Lear Corporation Silao, S.A. de C.V. and/or one or more Mexican entities formed

Purchase Agreement

7

pursuant to the Reorganization to hold, as of the Closing Date, the assets owned by the Current Mexican Subsidiaries and used primarily in the Business.

     " Net Working Capital " means the remainder of (i) the consolidated Current Assets of the Sale Companies and the Current Assets included in the Purchased Assets, minus (ii) the consolidated Current Liabilities of the Sale Companies and the Asset Sellers, excluding any Retained Sale Company Liabilities and Retained Liabilities.

     " Order " means any judgment, injunction, judicial or administrative order or decree.

     " Ordinary Course of Business " means, with respect to any Person, the ordinary course of business of such Person, consistent in all material respects with such Person’s past practice and custom.

     " Owned Intellectual Property " means Business IP owned by a Sale Company.

     " Permit " means all permits, licenses, franchises and other federal, state, local and foreign governmental approvals and authorizations.

     " Permitted Lien " means (i) Liens of landlords pursuant to Purchased Contracts, mechanics’, workmen’s, carriers’ repairmen’s, retention of title or other like Liens arising or incurred in the Ordinary Course of Business in respect of obligations that are not overdue or which are being contested in good faith (provided that such contested obligations are not material in amount), (ii) statutory liens for Taxes, assessments and other similar governmental charges that are not overdue or Liens required to maintain or comply with the terms of any currently active Tax Incentives, (iii) Liens that arise under zoning, land use and other similar imperfections of title that arise in the Ordinary Course of Business and that, in the aggregate, do not materially affect the value, use or marketability of the property subject thereto, (iv) other Liens on assets that do not materially affect the value, use or marketability of the assets subject thereto, and (v) Liens created by the Company or IACNA. Any statutory lien arising under Sections 302 or 4068 of ERISA or Section 412 of the Code with respect to any Benefit Plan in favor of such plan or PBGC shall not be a Permitted Lien.

     " Person " means an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization or Governmental Authority.

     " Post-Closing Tax Period " means any Tax period beginning after the Closing Date.

     " Pre-Closing Tax Period " means any Tax period ending on or before the Closing Date.

     " Promissory Notes " means the Promissory Notes by the Company to each of WL Ross and Franklin evidencing their respective Affiliate Loans in the form attached hereto as Exhibit D .

     " Purchased Assets " means all of each Asset Seller’s right, title and interest in the assets, properties, rights, contracts, interests, claims and operations, wherever located, whether tangible or intangible, real or personal, that are owned by, leased by or in the possession or control of such Asset Seller and used primarily in the Business, other than the Excluded Assets, including:

     (i) all raw materials and inventories, wherever located, owned or maintained by the relevant Asset Seller, including inventories of warehoused stock,

Purchase Agreement

8

finished product, work-in progress, raw and pack materials, stores and supplies to the extent relating primarily to the Business;

     (ii) the freehold, leasehold and other interests in the real property that are listed or required to be listed in Schedule 4.14, together with all right, title and interest of the relevant Asset Seller in all buildings, improvements, fixtures and other appurtenances thereto (the " Real Property ");

     (iii) the machinery, tooling, equipment, furniture, computers and other tangible personal property used primarily in the Business;

     (iv) the accounts receivable and prepaid expenses arising out of or relating primarily to the Business to the extent reflected in the calculation of the Closing Net Working Capital (including all inter-company trade accounts receivable between an Asset Seller or a Sale Company and Lear or any of Lear’s Subsidiaries) and the assets described in clause (i) of the definition of Tooling and Engineering Net Assets;

     (v) the Customer Contracts and all other contracts of the relevant Asset Seller relating primarily to the Business, including the Lear IP Agreements (the " Purchased Contracts ");

     (vi) all Lear Business IP as set forth in the Intellectual Property Transfer and License Agreement;

     (vii) the goodwill, to the extent generated by and associated with the Business;

     (viii) the books and records of the relevant Asset Seller relating primarily to the Business, including the books of account, tax, general, financial, accounting and personnel records as legally permissible, files, invoices, client (current and prospective) and supplier lists, business plans, marketing studies and other written information, other than the Excluded Records;

     (ix) all Permits relating to, or required for, the Business, to the extent transferable under their terms and applicable Laws;

     (x) the assets reflected as such in the Financial Statements and any similar assets acquired between the date thereof and the Closing Date (including all rent deposits in respect of leasehold Real Property);

     (xi) all proceeds received or receivable by the relevant Asset Seller under any insurance policy to the extent related to any Assumed Liability;

     (xii) all claims, rights and causes of action that may arise under any Purchased Contract or the conduct of the Business (other than any claims, rights and causes of actions to the extent related to a Retained Liability or an Excluded Asset); and

     (xiii) all other assets of the relevant Asset Seller that are primarily used in the Business, and all rights arising from any of those assets.

Purchase Agreement

9

     " Registered " means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name register.

     " Registration Rights Agreement " means the registration rights agreement, the form of which is attached hereto as Exhibit E .

     " Relevant Lear Company " means Lear, each Asset Seller, each Current Subsidiary and each Stock Seller.

     " Retained Names " means the "Lear" name, all variations, derivations and graphical representations thereof and all trademarks, service marks, trade names, or related corporate names and all domain names and Interest addresses that include the name "Lear."

     " Sale Companies " means the Holding Companies, the Canadian Subsidiaries and the Mexican Subsidiaries.

     " Sale Companies Adjustment " means (a) the sum of the cash and cash equivalents and the amount of inter-company receivables due to the Sale Companies from Lear or any of Lear’s Subsidiaries at Closing (excluding any such inter-company accounts receivable that are trade accounts receivable) minus (b) the amount of inter-company payables due to Lear or any of Lear’s Subsidiaries from the Sale Companies at Closing (excluding any such inter-company accounts payable that are trade accounts payable), all as determined without regard to the Mexican Tax Reimbursement, including the payments and obligations related thereto.

     " Specified Liabilities " means all Liabilities of the Asset Sellers or the Sale Companies, as the case may be, arising out of or relating to the ownership of the Purchased Assets (in the case of the Asset Sellers) or the operation of the Business prior to or following the Closing in the following categories of Liabilities: product warranty, product liability, litigation and environmental, excluding, however, any Liabilities (i) arising from criminal acts by or attributable to Lear or any of its Affiliates or (ii) incurred other than in the Ordinary Course of Business of the applicable Lear Company.

     " Stock Sellers " means the Lear Companies that hold the Holding Company Shares immediately prior to the Closing.

     " Subsidiary " means, with respect to any Person, (i) any corporation 50% or more of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person, directly or indirectly through Subsidiaries, and (ii) any partnership, limited liability company, association, joint venture, trust or other entity in which such Person, directly or indirectly through Subsidiaries, is either a general partner, has a 50% or greater equity interest at the time or otherwise owns a controlling interest.

     " Subsidiary Shares " means all of the issued and outstanding shares or other equity ownership interests in the Mexican Subsidiaries and the Canadian Subsidiaries.

     " Supply Agreement " means one or more supply agreements between Lear and the Company, the material terms of which are summarized in Exhibit F attached hereto.

Purchase Agreement

10

     " Target Net Working Capital " means $48.5 Million.

     " Target Tooling Net Assets " means $110 Million.

     " Tax " means (i) any foreign, United States federal, state or local net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any Law or Taxing Authority, whether disputed or not, (ii) any liability for the payment of any amounts of any of the foregoing as a result of being a member of an affiliated, consolidated, combined, unitary or similar group, or being a party to any agreement or arrangement whereby liability for payment of such amounts was determined or taken into account with reference to the liability of any other Person, (iii) any liability for the payment of any amounts as a result of being a party to any tax sharing agreements or arrangements (whether or not written) or with respect to the payment of any amounts of any of the foregoing as a result of any express or implied obligation to indemnify any other Person, and (iv) any liability for the payment of any of the foregoing types as a successor or transferee.

     " Taxing Authority " means any Governmental Authority responsible for the imposition, administration or collection of any Tax.

     " Third-Party Claim " means any claim, demand, action, suit or proceeding made or brought by any Person who or which is not a party to this Agreement or who or which is not an Affiliate of any party to this Agreement.

     " Tooling and Engineering Net Assets " means (i) engineering and tooling costs that are lump sum payable by the customer and capitalized engineering and tooling costs and gains that will be amortized following the date of determination, less (ii) divisional accounts payable related to the Business recorded at the Dearborn, Michigan Division Office.

     " Transaction Documents " means this Agreement and the Ancillary Agreements.

     " Transition Services Agreement " means the transition services agreement, the form of which is attached hereto as Exhibit G .

     " Transferred Employees " means those Employees (including those on short-term disability or long-term disability) who immediately prior to the Closing Date are employed by the Sale Companies, other than Excluded Employees.

     1.2 Other Defined Terms . In addition, the following terms used herein with initial capital letters will have the meanings specified on the following pages:

Purchase Agreement

11

Purchase Agreement

12

ARTICLE II

TRANSFER OF ASSETS AND SALE COMPANIES

     2.1 Purchased Assets .

          (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Lear will and will cause each other Asset Seller to sell, transfer, convey, assign and deliver (" Transfer ") and the Company will purchase and accept, free and clear of Liens (other than Permitted Liens) all of such Asset Seller’s right, title and interest in the Purchased Assets.

          (b) In confirmation of the foregoing sale, assignment and transfer, Lear will, and will cause the other Asset Sellers to, and the Company will, execute and deliver at the Closing such bills of sale and other instruments of assignment and transfer as the Company or Lear may reasonably deem necessary or desirable.

          (c) Notwithstanding anything to the contrary in this Agreement, the Excluded Assets are being retained by the Asset Sellers and will not be included in the Purchased Assets.

     2.2 Liabilities Assumed by the Company .

          (a) At the Closing, the Company will assume as of the Closing Date, and will subsequently pay, honor and discharge when due and payable and otherwise in accordance with their terms, all of the following Liabilities of the Asset Sellers (other than any such Liabilities which are specifically set forth in Section 2.2(b)) (collectively, the " Assumed Liabilities "):

          (i) all Current Liabilities of the Asset Sellers, to the extent included in the calculation of the Closing Net Working Capital;

          (ii) all Specified Liabilities of the Asset Sellers;

          (iii) all Liabilities of the Asset Sellers under the executory portion of the Purchased Contracts, excluding (A) any of such Purchased Contracts that contain a non-competition, exclusivity or similar restrictive covenant limiting the rights of an Asset Seller to fully conduct any business or activity after the Closing (other than any such Purchased Contracts that contain such restrictions related to product development activities) and (B) Liabilities arising from the breach of any such Purchased Contracts prior to the Closing;

          (iv) all Assumed Employee Liabilities of the Asset Sellers relating to Hired Employees;

          (v) all Liabilities for Transfer Taxes of the Asset Sellers to the extent set forth in Section 6.14; and

          (vi) all divisional accounts payable related to the Business to the extent included in the calculation of Tooling and Engineering Net Assets.

          (b) Except for the Assumed Liabilities specifically identified in Section 2.2, each Asset Seller shall retain and subsequently pay, honor and discharge when due and

payable all other Liabilities of such Asset Seller (the " Retained Liabilities "), including the following Liabilities:

          (i) all Liabilities of such Asset Seller to the extent attributable to any of the Excluded Assets (irrespective of whether such obligations or liabilities arise before, on or after the Closing Date);

          (ii) all Liabilities of such Asset Seller with respect to any employee of such Asset Seller who is not a Hired Employee;

          (iii) all Liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by such Asset Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement;

          (iv) all Liabilities of such Asset Seller relating to, resulting from or arising out of the failure of such Asset Seller to perform or discharge any of its agreements contained in this Agreement;

          (v) all Liabilities for Income Taxes of such Asset Seller to the extent arising out of the conduct of the Business prior to and including the Closing;

          (vi) all Liabilities of such Asset Seller under any Contracts to the extent not assumed under Section 2.2(a)(iii);

          (vii) all Liabilities of such Asset Seller incurred by or accruing to such Asset Seller after the Closing Date that is not an Assumed Liability;

          (viii) all Liabilities of such Asset Seller that were required to be reflected on the Balance Sheet under GAAP and were not so reflected;

          (ix) all Indebtedness of such Asset Seller; and

          (x) all Liabilities arising under any Benefit Plan.

          (c) In furtherance of the foregoing, the Company will execute and deliver at the Closing all instruments of assumption as Lear may reasonably deem necessary or desirable to evidence the assumption by the Company of the Assumed Liabilities.

          (d) To the extent, if any, that any Liability might be partly an Assumed Liability and partly a Retained Liability, the apportionment of such liability or obligation will be determined pursuant to GAAP. Nothing set forth in the foregoing sentence will be deemed to affect, modify, supplement or otherwise change the definitions of Assumed Liabilities and Retained Liabilities set forth in this Agreement.

     2.3 Transfer of Holding Company Shares; Retention of Sale Company Liabilities .

          (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Lear will cause the Stock Sellers to Transfer, and the Company will purchase, all of the Holding Company Shares, free and clear from all Liens.

          (b) Immediately prior to the Closing, Lear will cause each Stock Seller to assume as of immediately prior to the Closing, and will cause each of them to subsequently pay, honor and discharge when due and payable and otherwise in accordance with their terms, all Liabilities of the Sale Companies owned, directly or indirectly, by it other than:

          (i) all Current Liabilities of such Sale Company, to the extent included in the calculation of the Closing Net Working Capital;

          (ii) all Specified Liabilities of such Sale Company;

          (iii) all Liabilities of such Sale Company under the executory portion of the customer and other Contracts of such Sale Company relating primarily to the Business, excluding (A) any of such Contracts that contain a non-competition, exclusivity or similar restrictive covenant limiting the rights of such Sale Company, the Company or any of its Affiliates to fully conduct any business or activity after the Closing (other than any such Contracts that contain such restrictions related to product development activities) and (B) Liabilities arising from the breach of any such Contract prior to the Closing;

          (iv) all Assumed Employee Liabilities of such Sale Company relating to Transferred Employees; and

          (v) all Tax Liabilities of such Sale Company other than Tax Liabilities for which a Lear Company is specifically liable pursuant to Section 6.14.

          (c) In furtherance of the foregoing, the Stock Sellers and the Sale Companies will execute and deliver at the Closing all instruments of assignment and assumption as the Company or Lear may reasonably deem necessary or desirable to evidence the assumption by the Stock Sellers of the Retained Sale Company Liabilities.

          (d) The Liabilities assumed by the Stock Sellers pursuant to Section 2.3(b) are referred to herein as the " Retained Sale Company Liabilities ".

     2.4 Consideration .

          (a) In consideration of the Transfer of the Purchased Assets and the Holding Company Shares to the Company at Closing, the Company shall (i) pay Lear $300,000 (the " Cash Consideration ") and (ii) assume the Assumed Liabilities (together with the Cash Consideration, the " Purchase Price "). The parties hereto further acknowledge and agree that Lear may be required to fund up to $25 Million in cash as additional Purchased Assets based on the financial performance of the Business in 2007 as separately agreed to by the parties.

          (b) In accordance with Section 1060 of the Code and the regulations thereunder, the consideration hereunder shall be allocated among the Purchased Assets and the Holding Company Shares as agreed to by the parties prior to Closing and attached hereto as Schedule 2.4 . In furtherance of the foregoing, Lear will deliver to the Company a proposed allocation and supporting valuation report (the " Initial Valuation Report ") no later than 60 days after the date hereof, and the Company will provide any comments, questions or objections with respect thereto no later than 20 days after the delivery of the Initial Valuation Report, provided that the deadline for delivery of the Initial Valuation Report may be extended in 15-day increments with the Company’s prior written consent, not to be unreasonably withheld or

delayed. The parties will thereafter cooperate diligently and in good faith to promptly resolve any disputes and agree upon Schedule 2.4 . The parties, in connection with their respective U.S. federal, state, and local tax returns and other filings, agree not to take any position inconsistent with such purchase price allocation for Tax reporting purposes. Any adjustment to the purchase price shall be allocated as provided by Treasury Regulation Section 1.1060-1(c).

     2.5 Closing Net Working Capital .

          (a) Notwithstanding anything to the contrary in Section 6.1 or the definitions of Purchased Assets and Assumed Liabilities, the parties by mutual agreement shall prior to the Closing (i) cause the Asset Sellers to exclude certain accounts receivable from the Purchased Assets or the Sale Companies to distribute certain accounts receivable to another Lear Company or (ii) cause the Asset Sellers to exclude certain accounts payable from the Assumed Liabilities or the Sale Companies to distribute certain accounts payable to another Lear Company, in any case, in furtherance of trying to provide Closing Net Working Capital to the Company at Closing that is as close as practicable to the Target Net Working Capital.

          (b) No less than five Business Days prior to the Closing, Lear shall deliver to the Company a written statement setting forth in detail Lear’s good faith estimate of the Closing Net Working Capital, taking into account any actions of the Lear Companies pursuant to Section 2.5(a), and Lear’s good faith estimate of the Closing Tooling Net Assets (the " Estimated Closing Tooling Net Assets "). If the Estimated Closing Tooling Net Assets is greater than $130 Million based on changes in the actual collection or payment of amounts from the forecast existing as of the date of this Agreement, the parties shall consult with one another in good faith to determine whether any withholding of receivables by Lear from the Purchased Assets is appropriate under the circumstances.

          (c) Lear shall deliver to the Company, no later than 60 days after the Closing Date, Lear’s calculation of the Closing Net Working Capital and the Closing Tooling Net Assets (the " Lear Calculation ").

          (d) Lear’s calculation of the Closing Net Working Capital and the Closing Tooling Net Assets shall be (A) prepared in good faith and based upon reasonable assumptions, and (B) consistent with GAAP and the accounting practices set forth in Schedule 2.5 , which were used in the preparation of the Financial Statements.

          (e) If the Company disagrees with the Lear Calculation, the Company shall provide written notice (a " Dispute Notice ") to Lear of its objection(s) to such calculation. If the Company does not provide a Dispute Notice within 30 days after Lear’s delivery of the Lear Calculation, the Closing Net Working Capital and the Closing Tooling Net Assets set forth therein shall be deemed the finally determined Closing Net Working Capital and the Closing Tooling Net Assets. If the Company delivers a Dispute Notice, Lear and the Company will use good faith efforts during the 30 day period after the delivery of such Dispute Notice (the " WC Resolution Period ") to seek to resolve the differences set forth therein. If Lear and the Company cannot reach written agreement during the WC Resolution Period, their disagreements, limited to those issues still in dispute, will be submitted by the parties for determination by the Accounting Firm.

          (f) During the period beginning on the date hereof and ending upon the final determination of the Closing Net Working Capital and the Closing Tooling Net Assets (including the WC Resolution Period, if necessary), the parties will provide to each other such reasonable

access to financial and other information of the Business, the Lear Companies and the Sale Companies as it may request in good faith to assess the Closing Net Working Capital and the Closing Tooling Net Assets.

          (g) Lear and the Company shall use their reasonable best efforts to cause the Accounting Firm to submit its written statement of its adjudication of the disputes between Lear and the Company within 10 days after submission of the matter to the Accounting Firm. The determination of the Accounting Firm shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. In acting hereunder, the Accounting Firm shall be entitled to the privileges and immunities of arbitrators.

          (h) If the finally determined Closing Net Working Capital is less than $47.5 Million, Lear shall make a cash payment to the Company in the amount by which the finally determined Closing Net Working Capital is less than $47.5 Million. If the finally determined Closing Net Working Capital is greater than $49.5 Million, the Company shall make a cash payment to Lear in the amount by which the finally determined Closing Net Working Capital is greater than $49.5 Million. If the finally determined Closing Net Working Capital is equal to or greater than $47.5 Million and less than or equal to $49.5 Million, no payment shall be required by either party.

          (i) If the finally determined Closing Tooling Net Assets is less than the Target Tooling Net Assets, Lear shall make a payment to the Company in the amount by which the finally determined Closing Tooling Net Assets is less than the Target Tooling Net Assets either by (i) delivering a cash payment to the Company equal to such amount, (ii) crediting the amount due against accounts receivable from the Company to the Lear Companies, (iii) retaining accounts payable related to the Tooling and Engineering Net Assets in such amount or (iv) any combination of the foregoing.

          (j) Any payments required to be made pursuant to Sections 2.5(h) and 2.5(i) shall be netted against each other and any resulting amount payable, shall be made within five Business Days after the date of the final determination of the Closing Net Working Capital and Closing Tooling Net Assets by wire transfer of immediately available funds to an account specified by the recipient or delivery of a credit memo, as applicable.

          (k) Any amounts paid or credited pursuant to this Section 2.5 shall for Income Tax purposes be treated as an adjustment to the purchase price and shall be allocated among the Purchased Assets and the Holding Company Shares as provided by Treasury Regulation Section 1.1060-1(c).

ARTICLE III

THE CLOSING

     3.1 Conditions Precedent to Obligations of the Company . The obligations of the Company under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of the following conditions, any one or more of which may be waived at the option of the Company:

          (a) Regulatory Approvals . Subject to Section 6.5(d), the applicable waiting period, if any, under the Antitrust Laws shall have expired or been waived or terminated, and all

other required regulatory approvals shall have been received, including (i) in respect of the European Union, (A) a decision by the European commission under the ECMR that the European Commission has decided not to oppose the proposed concentration and has declared it to be compatible with the common market, or (B) the time limit (including any applicable extensions) for the taking by the European Commission of a decision under Article 6(1) of the ECMR having passed with no such decision having been taken and (ii) in respect of Canada, the Commissioner of Competition (the " Canadian Commissioner ") appointed under the Competition Act (Canada) (the " Canadian Competition Act ") shall have (A) issued an advance ruling certificate under Section 102 of the Canadian Competition Act, or (B) advised the Company in writing that the Canadian Commissioner has determined not to file an application for an order under Part VIII of the Canadian Competition Act, and any terms and conditions attached to such advice shall be acceptable to the Company.

          (b) No Misrepresentation or Breach . (i) There shall have been no material breach by Lear in the performance of any of the covenants herein to be performed by it in whole or in part prior to the Closing, (ii) the representations and warranties of Lear contained in this Agreement shall be true and correct on the Closing Date as if made anew on the Closing Date (except for representations or warranties made as of a specified date, which shall be true and correct as of the specified date), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Company and other than breaches of representations and warranties which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (iii) Lear shall have delivered to the Company a certificate certifying each of the foregoing, dated the Closing Date and signed by one of its executive officers to the foregoing effect.

          (c) Ancillary Agreements . Each of the Ancillary Agreements shall have been executed and delivered by the parties thereto (other than the Company and its Affiliates).

          (d) Certain Consents . The Lear Companies shall have obtained the consents, waivers or approvals set forth in Schedule 3.1(d) which consents shall not impose any conditions adverse to the Company or a Sale Company or any terms or conditions that are less favorable than those applicable immediately prior to the Closing) and the Company shall have received all Permits material to the operation of the Business; provided, that in the event of the failure to obtain any such consents or Permits, the parties shall work in good faith to negotiate alternative arrangements (including pursuant to Section 6.10(b)) that provide the Company or the applicable Sale Company with substantially the same benefits or authorizations, without imposing any additional material costs or risks, in order to satisfy this condition to Closing.

          (e) Liens . The Company shall have received evidence reasonably satisfactory to it that the Purchased Assets and the Holding Company Shares at the Closing will be Transferred to the Company, free and clear of all Liens other than, in the case of the Purchased Assets, Permitted Liens.

          (f) Litigation . No Order shall have been issued by any court of competent jurisdiction and be in effect which restrains or prohibits any material transaction contemplated by this Agreement.

          (g) Business Condition . There shall not have occurred program terminations as a result of the transactions contemplated by this Agreement that individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect.

          (h) Material Adverse Effect . There shall have been no Material Adverse Effect since the Balance Sheet Date.

          (i) Reorganization . Lear shall have completed the Reorganization as set forth in Section 6.21.

          (j) Tooling Net Assets . The Estimated Closing Tooling Net Assets shall be no less than $110 Million, provided , however , that if Estimated Closing Tooling Net Assets is less than $110 Million, Lear shall have the option (but not the obligation) to cure such deficiency by making a payment to the Company in the amount by which the Estimated Closing Tooling Net Assets is less than $110 Million, either by (i) delivering a cash payment to the Company equal to such shortfall, (ii) crediting an amount equal to the shortfall against accounts receivable from the Company to the Lear Companies, (iii) retaining accounts payable related to the Tooling and Engineering Net Assets in an amount equal to the shortfall, or (iv) any combination of the foregoing.

     3.2 Conditions Precedent to Obligations of Lear . The obligations of Lear under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of the following conditions, any one or more of which may be waived at the option of Lear:

          (a) Regulatory Approvals . The condition set forth in Section 3.1(a) shall have been satisfied.

          (b) No Misrepresentation or Breach . (i) There shall have been no material breach by the Company in the performance of any of the covenants herein to be performed by it in whole or in part prior to the Closing, (ii) the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date as if made anew on the Closing Date (except for representations or warranties made as of a specified date, which shall be true and correct as of the specified date), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Lear and other than breaches of representations and warranties which, individually or in the aggregate, are not reasonably likely to have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, and (iii) the Company shall have delivered to Lear a certificate certifying each of the foregoing, dated the Closing Date and signed by one of its executive officers to the foregoing effect.

          (c) Ancillary Agreements . Each of the Ancillary Agreements shall have been executed and delivered by the parties thereto (other than Lear and its Affiliates).

          (d) Litigation . No Order shall have been issued by any court of competent jurisdiction and be in effect which restrains or prohibits any material transaction contemplated by this Agreement.

          (e) Related Transactions . Each of IACNA, WL Ross and Franklin shall have performed its obligations under Section 6.20 hereof.

          (f) PBGC Consent . Lear shall have received the consent of the PBGC to the treatment of its pension plans in connection with the transaction contemplated hereby, which consent shall not impose any conditions materially adverse to Lear.

     3.3 The Closing . Subject to the fulfillment or waiver of the conditions precedent specified in Sections 3.1 and 3.2, the consummation of the transactions contemplated hereby (the " Closing ") will take place on the fifth business day after the conditions set forth in Sections 3.1(a), 3.1(d), 3.1(e), 3.1(i) and 3.2(a) have been satisfied or such other date as the parties agree in writing to be the date of the closing (the " Closing Date "). The Closing will take place at 10:00 A.M., Eastern Time, at the New York office of Jones Day, or by the exchange of documents and instruments by mail, courier, fax, wire transfer or other electronic communication to the extent mutually acceptable to the parties hereto. Notwithstanding any other provision hereof, the Closing will be deemed effective for accounting and tax purposes as of 12:01 a.m. (Eastern Time) on the Closing Date.

     3.4 Deliveries by Lear . At the Closing, Lear shall deliver, or cause to be delivered, to the Company such documents and instruments as may be reasonably required to consummate the transactions contemplated by the Transaction Documents and to comply with the terms thereof.

     3.5 Deliveries by the Company . At the Closing, the Company will:

          (a) deliver to Lear the Cash Consideration;

          (b) deliver to Lear an assumption agreement assuming and agreeing to assume, pay and perform all Assumed Liabilities, in form and substance reasonably acceptable to Lear; and

          (c) issue, deliver or cause to be delivered to Lear, such other documents and instruments as may be reasonably required to consummate the transactions contemplated by the Transaction Documents and to comply with the terms thereof.

     3.6 Termination . Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Closing:

          (a) By the mutual written consent of the Company and Lear;

          (b) By either the Company or Lear if the Closing shall not have occurred on or before April 15, 2007 (" Termination Date "), provided, however, that the right to terminate this Agreement pursuant to this Section 3.6(b) will not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to occur by such time; provided , further , that, if any of the conditions to Closing set forth in Sections 3.1(a), 3.1(d), 3.1(e), 3.1(g) or 3.2(a) remains unsatisfied or not waived and if all other conditions to the respective obligations of the parties to close hereunder that are capable of being fulfilled by the Termination Date shall have been so fulfilled or waived, then no party may terminate this Agreement prior to May 31, 2007; or

          (c) By either the Company or Lear if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the Closing; or

          (d) By the Company if Lear shall have (i) failed to perform any obligation or to comply with any agreement or covenant applicable to it under this Agreement or (ii) breached any of its representations or warranties, in each case if the failure or breach is not curable prior

to the Termination Date such that the condition in Section 3.1(b) could not be satisfied prior to the Termination Date; or

          (e) By Lear if any of IACNA, the Company, WL Ross or Franklin shall have (i) failed to perform any obligation or comply with any agreement or covenant applicable to it under this Agreement or the Ancillary Agreements or (ii) breached any of its representations or warranties, in each case if the failure or breach is not curable prior to the Termination Date such that the condition in Section 3.2(b) could not be satisfied prior to the Termination Date.

     In the event of the termination of this Agreement under this Section 3.6, each party hereto will pay all of its own fees and expenses. There will be no further liability hereunder on the part of any party hereto if this Agreement is so terminated, except by reason of a prior breach of Section 6.5 (Reasonable Best Efforts) or a breach of Section 6.17 (Confidential Nature of Information), which shall survive any termination of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF LEAR

     Lear represents and warrants to the Company as set forth below.

     4.1 Corporate Existence and Power . (a) Lear is, and each Sale Company and each Relevant Lear Company will be as of the Closing, duly incorporated or organized (as applicable), validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable). Each Sale Company and each Relevant Lear Company in existence on the date hereof has, and each Sale Company and each Relevant Lear Company will have as of the Closing, all necessary power and all material governmental licenses, authorizations, Permits, consents and approvals required to carry on its business.

          (b) On the date hereof and immediately following the Closing: (i) the fair value of the assets of Lear (individually and on a consolidated basis with its Subsidiaries) exceeds its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of Lear (individually and on a consolidated basis with its Subsidiaries) is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Lear (individually and on a consolidated basis with its Subsidiaries) is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Lear (individually and on a consolidated basis with its Subsidiaries) does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the date hereof.

     4.2 Corporate Authorization; Enforceability . The execution, delivery and performance by each Relevant Lear Company and each Sale Company of each of the Transaction Documents to which it will be a party at the Closing are, or will be at the Closing, within its powers and have been, or will be at the Closing, duly authorized and no other corporate or company (as applicable) action on the part of any Relevant Lear Company or any Sale Company is or will be necessary to authorize any of the Transaction Documents to which it will be a party at the Closing. Each of the Transaction Documents to which any Relevant Lear Company or any Sale Company will be a party at the Closing will have been, as of the Closing, duly executed and delivered by each such party. Assuming the due execution and delivery by

the other party or parties thereto of the Transaction Documents to which any Relevant Lear Company or any Sale Company will be a party at the Closing, each Transaction Document to which any Relevant Lear Company or any Sale Company will be a party at the Closing will constitute valid and binding agreements of such party, enforceable against it in accordance with their terms except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

     4.3 Books and Records . All accounts, books, ledgers and other records material to the Business of whatsoever kind have been properly and accurately kept in all material respects and are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

     4.4 Ownership of Sale Companies; Subsidiaries .

          (a) As of the Closing, the Holding Companies will be the direct or indirect holder of all of the Subsidiary Shares and will have sole voting and dispositive power over such Subsidiary Shares, all of which will have been issued in proper legal form and will be fully paid or credited as fully paid. As of the Closing, the Subsidiary Shares will constitute all of the issued and outstanding shares or other equity securities (or local equivalent) in the capital of the Mexican Subsidiaries and the Canadian Subsidiaries and there will be no options, warrants, conversion rights, subscriptions, or agreements or rights of any kind (other than pursuant to this Agreement) to subscribe for or purchase, or commitments to issue (either formal or informal, firm or contingent), any shares, stock or other securities of any of the Mexican Subsidiaries or the Canadian Subsidiaries. None of the Mexican Subsidiaries or the Canadian Subsidiaries legally or beneficially owns any equity interest in any Person other than another Mexican Subsidiary or Canadian Subsidiary, as applicable.

          (b) As of the Closing, the Stock Sellers will own and will be the direct, sole holders of all of the Holding Company Shares and will have sole voting and dispositive power over such Holding Company Shares, all of which will have been issued in proper legal form and will be fully paid or credited as fully paid. As of the Closing, the Holding Company Shares will constitute all of the issued and outstanding shares or other equity securities (or local equivalent) in the capital of the Mexican Holding Company and the Canadian Holding Company and, as of the Closing, there will be no options, warrants, conversion rights, subscriptions, or agreements or rights of any kind (other than pursuant to this Agreement) to subscribe for or purchase, or commitments to issue (either formal or informal, firm or contingent), any shares, stock or other securities of any of the Mexican Holding Company or the Canadian Holding Company. Neither the Mexican Holding Company nor the Canadian Holding Company will, as of Closing, legally or beneficially own any equity interest in any Person other than another Mexican Subsidiary or Canadian Subsidiary, as applicable.

     4.5 Non-Contravention; Consents . The execution, delivery and performance by Lear of this Agreement and the execution, delivery and performance by each other Relevant Lear Company and each Sale Company of each Transaction Document to which it will be a party at the Closing do not and will not at the Closing (a) violate the certificate of incorporation, organization or formation or bylaws or other equivalent governing document of any such Person, (b) violate in any material respect any applicable Law or Order, (c) except as set forth in Section 3.1(a) or on Schedule 4.5 , require any filing with or Permit, consent or approval of, or the giving of any notice to, any Person, (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any

right of termination, cancellation or acceleration of any right or obligation of any Relevant Lear Company or any Sale Company or to a loss of any benefit to which it is entitled under, any Lear Material Contract or Permit or (e) result in the creation or imposition of any material Lien on any of its assets except for Permitted Liens and such of the foregoing as are listed or described in Schedule 4.5 and except in the case of clause (c) above, for any such filings, Permits, consents, approvals or notices the failure to obtain or make would not be material to the Business.

4.6 Tax Matters . Except as disclosed in Schedule 4.6 ,

          (a) All material Tax Returns required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of any of the Sale Companies, to the extent required to be filed on or before the Closing Date, have been filed when due in accordance with all applicable Laws.

          (b) All such Tax Returns with respect to Pre-Closing Tax Periods are correct and complete in all material respects. None of the Sale Companies is currently a beneficiary of any extension of time within which to file any Tax Return.

          (c) No Tax Return of any of the Sale Companies with respect to any Pre-Closing Tax Period is currently under an audit by any Taxing Authority.

          (d) None of the Sale Companies has any Tax liabilities (whether due or to become due) with respect to the income, property and operations of such Sale Companies, except for Tax liabilities reflected on the Balance Sheet or that have arisen after the date of the Balance Sheet in the Ordinary Course of Business.

          (e) All Taxes owed by any of the Sale Companies (whether or not shown as due and payable on any Tax Return) have been timely paid or withheld and remitted to the appropriate Taxing Authority.

          (f) None of the Sale Companies has granted or has had granted on its behalf any extension or waiver of the statute of limitations period applicable to any Tax Return, which period (after giving effect to such extension or waiver) has not yet expired.

          (g) There is no proceeding now pending or, to the Knowledge of Lear, threatened against or with respect to any of the Sale Companies in respect of any Tax of which Lear or the Sale Companies has received written notice.

          (h) There are no Liens for Taxes upon the assets or properties of any of the Sale Companies, except for statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings.

          (i) None of the Sale Companies has been a member of an affiliated, consolidated, combined or unitary group or participated in any other arrangement whereby any income, revenues, receipts, gain or loss was determined or taken into account for Tax purposes with reference to or in conjunction with any income, revenues, receipts, gain, loss, asset or liability of any other Person other than a group of which a Lear Company is the parent. None of the Sale Companies has any liability for the Taxes of any Person (other than under Treasury Regulation Section 1.1502-6 (or any similar provision of U.S. federal, state, local or foreign Law)), as a transferee or successor, by contract, or otherwise.

          (j) None of the Sale Companies has received written notice of any claim by a Governmental Authority in a jurisdiction where any of the Sale Companies does not file Tax Returns that it is or may be subject to taxation by that Governmental Authority.

          (k) Each of the Sale Companies has withheld and paid all material Taxes required to have been withheld and paid by applicable Law in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Person.

          (l) None of the Sale Companies will be required to include any material item of income, or exclude any material item of deduction from taxable income for any period ending after the Closing Date under Section 481 of the Code (or any similar provision of the Laws of any jurisdiction), as a result of a change in method of accounting for a Pre-Closing Tax Period or pursuant to the provisions of any agreement entered into with any Taxing Authority or pursuant to a "closing agreement" as defined in Section 7121 of the Code (or any similar provisions of state, local or foreign Law) executed on or prior to the Closing Date.

          (m) None of the Sale Companies is a party to any Tax allocation or sharing agreement.

          (n) None of the Sale Companies has participated in any "reportable transaction" as defined in Treasury Regulation Section 1.6011-4(b) (or any predecessor provision).

          (o) There are no outstanding rulings of, or requests for rulings with, any Taxing Authority expressly addressed to any of the Sale Companies.

          (p) None of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Income Tax Act (Canada), or any equivalent provision of the Tax legislation of any province or any other jurisdiction of Canada, have applied or will apply to the Canadian Subsidiaries at any time up to and including the Closing Date.

          (q) The Canadian Subsidiaries have not acquired property from a non-arm’s length Person, within the meaning of the Income Tax Act (Canada), for consideration, the value of which is less than the fair market value of the property acquired in circumstances which could subject it to a liability under section 160 of the Income Tax Act (Canada).

          (r) For all transactions between the Canadian Subsidiaries and any non-resident Person with whom the Canadian Subsidiaries were not dealing at arm’s length during a taxation year commencing after 1998 and ending on or before the Closing Date, the Canadian Subsidiaries have made or obtained, or will make or obtain, records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Income Tax Act (Canada).

          (s) The Canadian Subsidiaries will be duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to the goods and services tax and harmonized sales tax on or before the Closing Date, if required.

     4.7 Financial Statements . Each of the Financial Statements, including the notes thereto which identify the basis of presentation and preparation, has been based upon the information contained in the books and records of the Business (which books and records are correct and complete in all material respects), is accurate and complete in all material respects and presents fairly in all material respects the consolidated financial condition and results of

operations of the Business as of the times and for the periods referred to therein, and such Financial Statements (including all reserves included therein) have been prepared in accordance with GAAP as identified in the notes thereto; provided , that the notes to the Financial Statements do not include the full set of disclosures and footnotes required under GAAP, the Financial Statements do not include statements other than the balance sheet and income statement which otherwise would be required by GAAP and the Financial Statements are subject to normal year-end adjustments.

     4.8 Conduct of the Business; Absence of Certain Changes . (a) Except as disclosed in Schedule 4.8(a) , and except as a result of matters permitted or required by this Agreement, since December 31, 2005, (i) the Lear Companies have conducted the Business in the Ordinary Course of Business (excluding actions taken in connection with the transactions contemplated by this Agreement), and (ii) none of the Lear Companies has taken any action that would have constituted a violation of Section 6.1 (Conduct of Business) if Section 6.1 had applied since December 31, 2005.

          (a) Since September 30, 2006, there has not been a Material Adverse Effect.

          (b) Except as set forth on Schedule 4.8(c) , as of the Closing Date, it will be the case that none of the Sale Companies shall have ever conducted any business, entered into any Contract or incurred any Liabilities other than in connection with the conduct of the Business.

     4.9 Known Liabilities . To the Knowledge of Lear, (a) there are no Assumed Liabilities or Liabilities of the Lear Companies existing as of the date hereof that were required to be disclosed in a Schedule to this Agreement and were not so disclosed, and (b) there will not be any Assumed Liabilities or Liabilities of the Lear Companies existing as of the Closing Date that will be required to be disclosed in a Schedule to this Agreement and will not be so disclosed.

     4.10 Contracts . (a) Except as disclosed in Schedule 4.10(a) , none of the Relevant Lear Companies, with respect to the Business, and none of the Sale Companies is a party to or bound by any Contract that is of a type described below (each such Contract, a " Lear Material Contract "):

          (i) Any employment, severance or consulting contract with any current Employee, officer, director, or consultant of the Business or a Lear Company in connection with the Business, or any former Employee, officer, director, or consultant of the Business or a Lear Company in connection with the Business, to the extent that any Lear Company or any Sale Company has a current or future obligation arising thereunder;

          (ii) Any collective bargaining Contract with any labor union in respect of the Employees;

          (iii) Any Contract or series of related Contracts for capital expenditures or the acquisition or construction of fixed assets or software development that could reasonably be expected to require aggregate future payments in excess of $2,500,000;

          (iv) Any Contract or series of related Contracts relating to cleanup, abatement or other actions in connection with environmental Liabilities;

          (v) Any Lear IP Agreements or Business IP Agreements (other than nonexclusive object code licenses of commercially available software and licenses for terms of less than one year granted or received in the Ordinary Course of Business);

          (vi) Any Contract with any sales agent or other independent contractor having a remaining term in excess of one year and that is not terminable without penalty on 90 calendar days’ or less notice;

          (vii) Any Contract that could reasonably be expected to require payments in any year in excess of $1,000,000 under which the applicable Lear Company is (i) a lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third Person or (ii) a lessor of or one who otherwise makes available for third party use any tangible personal property owned by any Relevant Lear Company or any of the Sale Companies;

          (viii) Any Contract or series of related Contracts that could reasonably be expected to require aggregate future payments by or to the Sale Companies in excess of $2,500,000;

          (ix) Any Contract granting to any Person a first-refusal, first-offer or other similar right to purchase or acquire any of the Purchased Assets or Subsidiary Shares; any stockholders agreement or any Contract with respect to a joint venture or partnership arrangement; any Contract granting a power of attorney other than in connection with the asserted rights of landlords in the event of a default under any real property lease; any Contract with respect to letters of credit, surety or other bonds or pursuant to which any material assets or properties of the Business is, or is to be, subjected to a Lien; any Contract limiting or restricting the ability of a Relevant Lear Company or any Sale Company to enter into or engage in any market or line of business in or related to the Business;

          (x) Any Property Agreements or other Contract relating to a Lear Company’s occupation or use of the Real Property;

          (xi) Any Contracts relating to or evidencing Indebtedness; or

          (xii) Any other Contract or series of related Contracts that is, or could reasonably be expected to be, material to the Business or that was entered into other than in the Ordinary Course of Business.

          (b) Except as set forth in Schedule 4.10(b) , each Lear Material Contract to which any Relevant Lear Company or any Sale Company is party or by which it is bound is a valid and binding obligation of such Person and, to the Knowledge of Lear, the other parties thereto, except in either case to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Except as set forth in Schedule 4.10 , to the Knowledge of Lear, the Relevant Lear Companies and the Sale Companies have performed in all material respects the obligations required to be performed by them under each of the Lear Material Contracts prior to the date hereof and none of them are (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder nor have any of them received any written notice of default or termination of any Lear Material Contract from any party thereto, except in any such case for any breach,

default or termination which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Lear has made available to the Company complete copies of the Lear Material Contracts.

     4.11 Litigation . Except as disclosed in Schedule 4.11 , there is no action, suit, investigation, arbitration or administrative or other proceeding before any court or arbitrator or any Governmental Authority pending or, to the Knowledge of Lear, threatened, (i) against or affecting the Business, any Lear Company in connection with the Business, any of the Sale Companies or any of the Purchased Assets, (ii) against a Lear Company by any Employee in respect of his or her employment or participation in, or benefits under, any Benefit Plan; or (iii) which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement and/or the Ancillary Agreements. There are no outstanding Orders (whether rendered by a court, administrative agency, arbitral body or Governmental Authority) against any Lear Company in respect of the Business, the Purchased Assets or the Assumed Liabilities.

     4.12 Compliance with Laws . No Lear Company (in connection with the Business) and none of the Sale Companies is or has ever been in violation of any applicable Law or Order that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Relevant Lear Company and each of the Sale Companies has all material Permits required under any applicable Law for the conduct of the Business as presently conducted by it (collectively, the " Business Permits "). Except as set forth in Schedule 4.12 , each Business Permit is valid and in full force and effect and neither the execution of this Agreement nor the Closing do or will in any material respect constitute or result in a default under or violation of any such Business Permit.

     4.13 Title to Assets . Each Relevant Lear Company and each of the Sale Companies has good title to, or in the case of leased property has valid leasehold interests in, all personal property presently held or used by it free and clear of all Liens, except for Permitted Liens. The tangible assets owned or used by the Relevant Lear Companies (in connection with the Business) and the Sale Companies have been maintained in all material respects in accordance with normal industry practice, are in all material respects in good operating condition and repair (subject to normal wear and tear), and are suitable in all material respects for the purpose for which they are presently used.

     4.14 Real Property. Except as set forth in Schedule 4.14 , none of the Relevant Lear Companies (in connection with the Business) and none of the Sale Companies has any ownership in any real property or leasehold interest in any real property. Except as set forth in Schedule 4.14 , the Real Property constitutes all of the real property used in the Business by Lear and/or its Affiliates. The Relevant Lear Companies hold their interests in the Real Property free and clear of all Liens other than Permitted Liens. The leases, licenses and subleases related to the Real Property (the " Property Agreements ") are valid and subsisting leases, licenses or subleases which are in full force and effect with respect to the Relevant Lear Company that is a party thereto and, to the Knowledge of Lear, the other parties thereto, and none of the Lear Companies or, to the Knowledge of Lear, any other party thereto, is in material default thereunder. There is no dispute between any Lear Company on the one hand and the other parties to the Property Agreements on the other hand. The buildings and other structures on the Real Property are in materially good and substantial repair and fit for the purposes for which they are used. All documents necessary to prove the title of the relevant Lear Company to or in the owned Real Property have been duly registered where necessary and are in the

exclusive possession or under the exclusive control of such Relevant Lear Company free from any rights and interests of any third parties.

     4.15 Environmental Matters . Except as set forth in Schedule 4.15 :

          (a) Each Lear Company (in connection with the Business) and the Sale Companies have complied and are complying in all material respects with all Laws which protect or relate to the protection of the environment (including the production, emission, storage, transportation, treatment, recycling or disposal of any waste or hazardous substance) and/or the health and well-being of human beings (" Environmental Laws ") and all recommendations, requests or demands from any body or Governmental Authority charged with overseeing or enforcing Environmental Laws.

          (b) In the past three years, none of the Lear Companies (in connection with the Business) or any of their respective officers, directors, or employees (in their capacities as such with respect to the Business) has been a party to any civil or criminal liability in relation to any matters relating to compliance with Environmental Laws and, to the Knowledge of Lear, there are no matters or circumstances which might give rise to any such court or administrative proceedings. The Lear Companies (in connection with the Business) have made or obtained all registrations, authorizations, permissions, consents, Permits or licenses required for the carrying on of the Business and have complied in all material respects with all conditions attaching thereto.

          (c) To the Knowledge of Lear, none of the Real Property (i) is contaminated in any material respect by any hazardous substance or (ii) comprises reclaimed, made or filled land.

     4.16 Intellectual Property . Schedule 4.16(a) sets forth a true and complete list of all Owned Intellectual Property and Lear Business IP that is Registered. Subsequent to the Closing, neither Lear nor any Lear Affiliate will own or control any Business IP. Immediately subsequent to the Closing, except with respect to those patents identified on Schedule 4.16(a) as "unwarranted patents" and subject to any rights granted under the Business IP Agreements, the Lear IP Agreements, or the Intellectual Property Transfer and License Agreement, the Company and/or the Sale Companies will be the exclusive owners of all Owned Intellectual Property and Lear Business IP, free and clear of all Liens other than Permitted Liens. Except with respect to the Lear IP Agreements or Business IP Agreements listed in Schedule 4.5(c) , the consummation of the transactions contemplated by this Agreement will not result in the terminations or impairment of any Owned Intellectual Property, Lear Business IP or Intellectual Property Right licensed to the Company or the Sale Companies pursuant to the Business IP Agreements or Lear IP Agreements. Except as set forth in Schedule 4.16(c) , to the Knowledge of Lear, the conduct of the Business as presently conducted does not infringe upon any Intellectual Property Right of any third party. Except as set forth in Schedule 4.16(c) , there is no claim, suit, action or proceeding that is either pending or, to the Knowledge of Lear, threatened, that, in either case, involves a claim of infringement by any Lear Company (in connection with the Business) of any Intellectual Property Right of any third party, or challenging their ownership, right to use, or the validity of any Intellectual Property Right listed or required to be listed in Schedule 4.16(c) . To the Knowledge of Lear, there is no continuing infringement by any other Person of any of the Intellectual Property Rights listed or required to be listed in Schedule 4.16(c) . No Lear Company (in connection with the Business) has disclosed or permitted to be disclosed or undertaken or arranged to disclose to any person any of its know-how, secrets, confidential information, technical processes or lists of customers or suppliers

other than disclosures which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     4.17 Employees .

          (a) Schedule 4.17(a) sets forth a true, complete and correct list of all Employees earning in excess of $150,000 per annum, containing the following details with respect of each Employee: (i) name, (ii) the start date and term of service, (iii) the total annual gross salary for the most recently completed and current fiscal year, (iv) the total bonus and other incentive compensation for