EXHIBIT 10.2 EXECUTION COPY ASSET PURCHASE AGREEMENT DATED AS OF JUNE 28, 2007 BY AND BETWEEN GENERAL MOTORS CORPORATION AND CLUTCH OPERATING COMPANY, INC. TABLE OF CONTENTS

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Title: EXHIBIT 10.2 EXECUTION COPY ASSET PURCHASE AGREEMENT DATED AS OF JUNE 28, 2007 BY AND BETWEEN GENERAL MOTORS CORPORATION AND CLUTCH OPERATING COMPANY, INC. TABLE OF CONTENTS
Governing Law: Delaware Date: 8/7/2007
Industry: Auto and Truck Manufacturers Law Firm: Jenner Block;Latham Watkins Sector: Consumer Cyclical

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EXHIBIT 10.2

EXECUTION COPY

ASSET PURCHASE AGREEMENT

DATED AS OF

JUNE 28, 2007

BY AND BETWEEN

GENERAL MOTORS CORPORATION

AND

CLUTCH OPERATING COMPANY, INC.

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TABLE OF CONTENTS

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Article I DEFINITIONS...................................................... 2

Section 1.1 Definitions............................................. 2

Article II PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES....... 18

Section 2.1 Purchase of Assets and Assumption of Liabilities........ 18

Section 2.2 Purchased and Excluded Assets........................... 19

Section 2.3 Assumed and Excluded Liabilities........................ 22

Article III PURCHASE PRICE AND CLOSING..................................... 24

Section 3.1 Closing................................................. 24

Section 3.2 Closing Payment......................................... 25

Section 3.3 Closing Date Net Working Capital........................ 25

Section 3.4 Allocation of Purchase Price............................ 27

Article IV REPRESENTATIONS AND WARRANTIES OF GM............................ 27

Section 4.1 Organization............................................ 27

Section 4.2 Authorization of Transaction............................ 28

Section 4.3 Noncontravention; Consents.............................. 28

Section 4.4 Business Financial Statements; Absence of Undisclosed

Liabilities.......................................... 28

Section 4.5 Capitalization.......................................... 29

Section 4.6 Title to Transferred Stock.............................. 30

Section 4.7 Absence of Certain Changes.............................. 30

Section 4.8 Title and Sufficiency of Assets......................... 30

Section 4.9 Contracts............................................... 30

Section 4.10 Real Property........................................... 31

Section 4.11 Permits................................................. 32

Section 4.12 Intellectual Property................................... 32

Section 4.13 Legal Compliance........................................ 34

Section 4.14 Litigation.............................................. 34

Section 4.15 Employees and Employee Benefits......................... 34

Section 4.16 Environmental Matters................................... 35

Section 4.17 Tax Matters............................................. 36

Section 4.18 Customers and Suppliers................................. 37

Section 4.19 Accounts Receivable..................................... 38

Section 4.20 Related Party Transactions.............................. 38

Section 4.21 Product Liability; Product Warranties................... 38

Section 4.22 Brokers' Fees........................................... 38

Section 4.23 Government Contracts.................................... 38

Section 4.24 Business Relationships.................................. 39

Section 4.25 LIMITATIONS ON REPRESENTATIONS AND WARRANTIES........... 39

Article V REPRESENTATIONS AND WARRANTIES OF THE BUYER...................... 39

Section 5.1 Organization............................................ 39

Section 5.2 Authorization of Transaction............................ 40

Section 5.3 Noncontravention; Consents.............................. 40

Section 5.4 Litigation.............................................. 40

Section 5.5 Availability of Funds................................... 40

Section 5.6 Brokers' Fees........................................... 41

Section 5.7 LIMITATIONS ON GM'S REPRESENTATIONS AND WARRANTIES...... 41

Article VI PRE-CLOSING COVENANTS........................................... 41

Section 6.1 General................................................. 41

Section 6.2 Notices and Consents.................................... 42

Section 6.3 Conduct of the Business................................. 43

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<TABLE>

Section 6.4 Access to Business...................................... 45

Section 6.5 Notice of Developments.................................. 46

Section 6.6 Ancillary Documents..................................... 46

Section 6.7 Union Matters........................................... 46

Section 6.8 Financing............................................... 46

Section 6.9 Termination of Intercompany Agreements.................. 47

Section 6.10 Treatment of Synthetic Lease............................ 48

Section 6.11 Waiver of Right of First Refusal........................ 48

Article VII POST-CLOSING COVENANTS......................................... 48

Section 7.1 General................................................. 48

Section 7.2 Post-Closing Consents; Nonassignable Contracts.......... 48

Section 7.3 Litigation Support...................................... 50

Section 7.4 Compliance with the WARN Act............................ 50

Section 7.5 Apportioned Obligations................................. 50

Section 7.6 Agreements Regarding Tax Matters........................ 51

Section 7.7 Agreements Regarding Environmental Matters.............. 52

Section 7.8 Use of Excluded Marks................................... 56

Section 7.9 Non-Competition......................................... 56

Section 7.10 Preservation of Records................................. 61

Section 7.11 Novation of Government Prime Contracts.................. 61

Section 7.12 Compliance with Consent Decree.......................... 62

Section 7.13 Assumption of Union Agreements.......................... 62

Section 7.14 Guarantees.............................................. 62

Section 7.15 Insurance............................................... 63

Section 7.16 Confidentiality......................................... 63

Section 7.17 Hybrid JV Agreements.................................... 64

Section 7.18 DPIM Warranty Matters................................... 64

Article VIII CLOSING CONDITIONS............................................ 66

Section 8.1 General Conditions of the Parties....................... 66

Section 8.2 Conditions to Obligations of the Buyer.................. 66

Section 8.3 Conditions to Obligations of GM......................... 68

Article IX REMEDIES........................................................ 70

Section 9.1 Survival................................................ 70

Section 9.2 Indemnification by GM................................... 70

Section 9.3 Indemnification by the Buyer............................ 71

Section 9.4 Procedures for Indemnification of Third Party Claims.... 72

Section 9.5 Certain Limitations..................................... 73

Section 9.6 Treatment of Indemnity Payments......................... 74

Section 9.7 Exclusive Remedy........................................ 74

Section 9.8 Mitigation.............................................. 74

Section 9.9 Equitable Relief........................................ 74

Section 9.10 Informal Dispute Resolution............................. 74

Article X TERMINATION...................................................... 74

Section 10.1 Termination of Agreement................................ 74

Section 10.2 Effect of Termination................................... 75

Section 10.3 Termination Fee......................................... 75

Article XI MISCELLANEOUS................................................... 76

Section 11.1 Notices................................................. 76

Section 11.2 Expenses; No Offset..................................... 77

Section 11.3 Seller Disclosure Schedules............................. 78

Section 11.4 Bulk Sales or Transfer Laws............................. 78

Section 11.5 Assignment; Successors and Assigns...................... 78

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Section 11.6 Amendment; Waiver....................................... 78

Section 11.7 Severability............................................ 78

Section 11.8 Counterparts............................................ 79

Section 11.9 Descriptive Headings.................................... 79

Section 11.10 No Third-Party Beneficiaries............................ 79

Section 11.11 Exhibits and Schedules.................................. 79

Section 11.12 Governing Law........................................... 79

Section 11.13 Forum Selection; Consent to Service of Process;

Waiver of Jury Trial................................. 79

Section 11.14 Entire Agreement........................................ 79

Section 11.15 Confidentiality; Public Announcement.................... 80

Section 11.16 Interpretation; Construction............................ 80

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EXHIBITS

Exhibit A Form of Employee Matters Agreement

Exhibit B Form of Transition Services Agreement

Exhibit C Form of Bill of Sale and Assignment and Assumption Agreement

Exhibit D-1 Form of Assignment of Copyrights

Exhibit D-2 Form of Assignment of Trademarks

Exhibit E Form of Patent and Technology License Agreement

Exhibit F Form of A1000 IP License Agreement

Exhibit G Form of Software License Agreement

Exhibit H-1 Form of DPG Proving Grounds Use Agreement

Exhibit H-2 Form of MK Proving Grounds Use Agreement

Exhibit I Form of Business to GM Edge Agreement

Exhibit J Form of GMPT Germany Supply Contract

Exhibit K Form of Sublease Agreement

Exhibit L Form of Lease Agreement

Exhibit M Form of Engineering Services Agreement

Exhibit N Form of Hybrid Co-Branding Agreement

Exhibit O Form of Transferred Subsidiary IP and Software Assignment

Exhibit P Form of Government Related Subcontract Agreement

Exhibit Q DPIM Standard Warranty

Exhibit R Form of Non-compete Joinder

Exhibit S Form of MOU

Exhibit T Claim Header Summary Report

SCHEDULES

Schedule 1.1A Sellers

Schedule 1.1B Business Locations

Schedule 1.1C Transferred Subsidiaries

Schedule 1.1D Shared Retained Facilities

Schedule 1.1E Net Working Capital

Schedule 1.1F Retained Real Property

Schedule 1.1G Seller's Knowledge

Schedule 1.1H Transferred Sub Real Property

Schedule 1.1I 6L90 Transmission Criteria

iii

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Schedule 2.2(a)(iii) Certain Purchased Contracts

Schedule 2.2(a)(iv) Certain Purchased Equipment

Schedule 2.2(a)(vii) Transferred Real Property

Schedule 2.2(a)(ix) Transferred Intellectual Property

Schedule 2.2(a)(xiii) Certain Purchased Assets

Schedule 2.2(b)(xvi) Certain Excluded Intellectual Property

Schedule 2.2(b)(xxi) Certain Excluded Assets

Schedule 2.3(a)(vii) Certain Assumed Actions

Schedule 2.3(b)(ii) Certain Excluded Environmental Liabilities

Schedule 2.3(b)(iii) Certain Excluded Recent Balance Sheet Liabilities

Schedule 2.3(b)(vi) Certain Excluded Liabilities

Schedule 4.3 Noncontravention; Consents

Schedule 4.4(a) Business Financial Statements

Schedule 4.4(b) Liabilities and Obligations

Schedule 4.4(c) Pro Forma Financial Statements

Schedule 4.7 Absence of Certain Changes

Schedule 4.8 Title and Sufficiency of Assets

Schedule 4.9 Material Contracts

Schedule 4.10 Real Property

Schedule 4.12 Intellectual Property

Schedule 4.13 Legal Compliance

Schedule 4.14 Litigation

Schedule 4.15 Employees and Employee Benefits

Schedule 4.16 Environmental Matters

Schedule 4.17 Tax Matters

Schedule 4.18 Customers and Suppliers

Schedule 4.20 Related Party Transactions

Schedule 4.21 Product Liability; Product Warranties

Schedule 4.22 Brokers' Fees

Schedule 4.23 Government Contracts

Schedule 5.5 Commitment Letters

Schedule 6.1(b) Certain EMA Provisions

Schedule 6.2(a) Required Notices and Consents

Schedule 6.2(b) Required Antitrust Filings

Schedule 6.3 Conduct of Business

Schedule 6.9 Intercompany Agreements

Schedule 7.7 General Deed Restrictions for Owned Real Property

Schedule 7.9(a) Non-Competition

Schedule 7.9(j) GMT 900 4500 Platform

Schedule 8.2(e) Consents Required for Closing

Schedule 11.2 Cost Sharing Understanding

<PAGE>

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of June 28,

2007, is made by and between General Motors Corporation, a Delaware corporation

("GM"), and Clutch Operating Company, Inc., a Delaware corporation (the

"Buyer").

WHEREAS, GM, together with certain of its Subsidiaries set forth on

Schedule 1.1A (collectively with GM, the "Sellers," and each individually, a

"Seller"), are engaged through their Allison Transmission operations ("Allison")

in the business, conducted at the locations listed on Schedule 1.1B, of (i)

researching, developing, designing, manufacturing, distributing, marketing, and

selling (A) Automatic Transmissions for use in Vocational Vehicles, Military

Vehicles and Off-Road Products, and (B) Hybrid Propulsion Systems for use in

Vocational Vehicles and Military Vehicles (the "Transferred Hybrid Business"),

(ii) remanufacturing such Automatic Transmissions for use in those applications,

(iii) manufacturing and selling replacement parts and support equipment and

providing related services, in each case, for such Automatic Transmissions and

Hybrid Propulsion Systems, and (iv) researching, developing, designing,

manufacturing, distributing, marketing and selling the products, and providing

the services, currently researched, developed, designed, manufactured,

distributed, marketed, sold or provided, as applicable, at or from the

facilities listed on Schedule 1.1B (the foregoing, excluding the Retained

Businesses, the "Business");

WHEREAS, the Business is also conducted by the Subsidiaries set forth on

Schedule 1.1C (the "Transferred Subsidiaries"), all of the outstanding capital

stock of which (all of the outstanding capital stock of all of the Transferred

Subsidiaries, collectively, the "Transferred Stock") is, or will be prior to

Closing, owned directly or indirectly by GM and one or more of the Sellers;

WHEREAS, GM and its Affiliates are engaged in the business, based out of

the Castleton Facility and elsewhere, of designing, manufacturing, distributing

and selling Hybrid Propulsion Systems for use in Non-vocational Vehicles (such

business, including all businesses relating to Hybrid Propulsion Systems other

than the Transferred Hybrid Business, the "Retained Hybrid Business");

WHEREAS, GM and its Affiliates are engaged in the business, based out of

the Szentgotthard Facility, of assembling Automatic Transmissions sold by

Allison outside of North America (the "Hungarian Manufacturing Business");

WHEREAS, GM and its Affiliates are engaged in the business, based out of

the Baltimore Facility and other facilities in the United States and elsewhere

(the Baltimore Facility, together with the Castleton Facility and the

Szentgotthard Facility, the "Retained Facilities"), of designing, manufacturing,

distributing and selling, among other things, (i) Automatic Transmissions

(including A1000 Products) for use in Non-vocational Vehicles, and (ii)

Non-vocational Vehicles and Vocational Vehicles employing those and other

Automatic Transmissions (such business, together with the Retained Hybrid

Business and the Hungarian Manufacturing Business, the "Retained Businesses");

WHEREAS, the Retained Businesses and the Retained Facilities, including any

and all assets, rights and properties primarily used or held for use in

connection with or at such Retained Businesses, are not included in the Business

and are not being transferred to or acquired by the Buyer;

<PAGE>

WHEREAS, GM and its Affiliates have certain interests in, and/or conduct

various businesses and operations, not included in the Business, at, the

facilities and other properties listed on Schedule 1.1D (the "Shared Retained

Facilities"), which Shared Retained Facilities are also used in connection with

the Business but are being retained by GM and its Affiliates and are not being

transferred to or acquired by the Buyer; and

WHEREAS, this Agreement contemplates that the Buyer shall acquire

substantially all of the assets of the Business (other than the Retained

Businesses, the Retained Facilities and certain excluded assets), including the

Transferred Stock, certain assets of the Business at the Shared Retained

Facilities, and a right to continued use of portions of certain of the Shared

Retained Facilities and shall assume substantially all of the liabilities of the

Business, other than certain excluded liabilities, in each case on the terms and

subject to the conditions set forth in this Agreement and the Ancillary

Documents.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements

contained herein, and for other good and valuable consideration, the value,

receipt and sufficiency of which are acknowledged, the Parties hereby agree as

follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. For purposes of this Agreement, the following

terms have the meanings set forth below:

"1000 Series Products" means Automatic Transmissions manufactured at the

Business' operations in Indianapolis, Indiana and known by GM and the Business

as the "Allison 1000 Series," in each case as of the date hereof, and any

Derivations thereof, but excludes all Hybrid Propulsion Systems. For the

avoidance of doubt, the manufacture of the 1000 Series Products (and any

Derivations thereof) after the date hereof is not limited to such location.

"A1000 IP License Agreement" has the meaning set forth in SECTION 8.2(D).

"A1000 Products" means Automatic Transmissions manufactured at the

Baltimore Facility and known by GM and the Business as the "A1000," in each case

as of the date hereof, and any Derivations thereof, but excludes all Hybrid

Propulsion Systems. For the avoidance of doubt, the manufacture of A1000

Products (and any Derivations thereof) is not limited to the Baltimore Facility.

"Adverse Buyer Modification" means any modification or modifications to the

MOU that are materially adverse to the Buyer or that would reasonably be

expected to have a material and adverse impact, cost or expense on or to the

Buyer or the Business.

"Adverse GM Modification" means any modification or modifications to the

MOU that are materially adverse to GM or that would reasonably be expected to

have a material and adverse impact, cost or expense on or to GM.

"Automatic Transmission" means an electro/mechanical/hydraulic mechanism

that transmits torque from the prime mover in a vehicle or Off-Road Product to

propel the vehicle or product without power interruption to the drive wheels or

mechanism during shifting between gear ranges and that changes gear ranges

automatically without any operator input required

<PAGE>

beyond depressing the accelerator pedal, if applicable, and specifically

excludes automated manual transmissions (i.e., AMTs, as such term is commonly

understood in the United States automobile industry as of the date hereof).

"Action" means any claim, action, arbitration, charge, grievance, suit,

inquiry, proceeding or investigation by or before any Governmental Entity or any

arbitrator with legal and binding authority over such matter.

"Affiliates" has the meaning set forth in Rule l2b-2 of the regulations

promulgated under the Securities Exchange Act of 1934, as amended.

"Agreed Accounting Conventions" means GAAP applied on a basis consistent

with the past practices of the Sellers and the Transferred Subsidiaries.

"Agreement" has the meaning set forth in the Preamble.

"Allison" has the meaning set forth in the Recitals.

"Allison Indy Transmission Facilities" means the facilities used in the

Business and consisting of Plants 3, 4, 6 and 7 located at 4700 West 10th

Street, Speedway, Indiana, Plants 12 and 14 located at 901 Grande Avenue,

Indianapolis, Indiana and the former Plant 2 located at 4500 West Gilman Street,

Speedway, Indiana.

"Allison New Lease Facilities" means the facilities located at (i) Taeseok

Building, #275-5 Yahggjae-dong, Seocho-gu, Seoul, Korea and (ii) Kalman Imre u.

1, Budapest, Hungary.

"Allocation" has the meaning set forth in SECTION 3.4.

"Ancillary Documents" means the Employee Matters Agreement, the Transition

Services Agreement, the Bill of Sale and Assignment and Assumption Agreement,

the Assignment of Trademarks, the Assignment of Copyrights, the Patent and

Technology License Agreement, the A1000 IP License Agreement, the Software

License Agreement, the Confidentiality Agreements, the Proving Grounds Use

Agreements, the Business to GM Edge Agreement, the GMPT Germany Supply Contract,

the Sublease Agreement, the Lease Agreement, the Engineering Services Agreement,

the Government Related Subcontract Agreement, the Buyer Parent Guarantees, the

Hybrid Co-Branding Agreement and each other agreement or document executed by

the Parties pursuant to this Agreement or any of the foregoing and each

certificate and other document to be delivered by the Parties pursuant to

ARTICLE VIII.

"Antitrust Laws" has the meaning set forth in SECTION 6.2(C).

"Apportioned Obligations" means any Tax (including any additional Tax

determined subsequent to the Closing Date) relating to the Business or any

Purchased Asset that is due or becomes due for any Straddle Period.

"Article" means, except as otherwise expressly indicated herein, an article

of this Agreement.

"Assigned GSCs" means those GSCs designated as "Assign" in Schedule D of

the Transition Services Agreement, but only with respect to the applicable

services, as more fully set forth in SECTION 2.2(C).

<PAGE>

"Assignment of Copyrights" has the meaning set forth in SECTION 8.2(D).

"Assignment of Trademarks" has the meaning set forth in SECTION 8.2(D).

"Assumed Liabilities" has the meaning set forth in SECTION 2.3(A).

"Baltimore Facility" means the facility located at 10301 Philadelphia Road

White Marsh, Maryland.

"Basket" has the meaning set forth in SECTION 9.2(B).

"Benefit Plans" has the meaning set forth in SECTION 4.15(B).

"Bill of Sale and Assignment and Assumption Agreement" has the meaning set

forth in SECTION 8.2(D).

"Business" has the meaning set forth in the Recitals.

"Business Assets" means the Purchased Assets and all of the assets, rights

and properties of the Transferred Subsidiaries, collectively.

"Business Day" means any day that is not a Saturday, Sunday or any other

day on which banks are required or authorized by Law to be closed in New York

City, New York.

"Business Employee" has the meaning set forth in the Employee Matters

Agreement.

"Business Financial Statements" has the meaning set forth in SECTION

4.4(A).

"Business to GM Edge Agreement" has the meaning set forth in SECTION

8.2(D).

"Buyer" has the meaning set forth in the Preamble.

"Buyer Claims" has the meaning set forth in SECTION 9.2(A).

"Buyer Competing Business" has the meaning set forth in SECTION 7.9(B).

"Buyer Cure" has the meaning set forth in SECTION 8.3(E).

"Buyer Indemnified Party" has the meaning set forth in SECTION 9.2(A).

"Buyer Material Adverse Effect" has the meaning set forth in SECTION 5.1.

"Buyer Military Vehicles" means Military Vehicles with a gross vehicle

weight rating greater than 3500 kg.

"Buyer Parent Guarantees" means those certain Guarantees made and delivered

to GM by the Guarantors as of the date hereof.

"Buyer Proposed Amount" has the meaning set forth in SECTION 3.3(C).

<PAGE>

"Buyer Restricted Products" means Automatic Transmissions and Hybrid

Propulsion Systems manufactured or sold for use anywhere in the world in (i)

Non-vocational Vehicles or (ii) GM Military Vehicles.

"Buyer Service Agent" has the meaning set forth in SECTION 11.13.

"Buyer Termination Fee" has the meaning set forth in SECTION 10.3(A).

"Cap" has the meaning set forth in SECTION 9.2(B).

"Castleton Facility" means the facility located at 7601 East 88th Place,

Indianapolis, Indiana.

"CERCLA" means the Comprehensive Environmental Response, Compensation, and

Liability Act, 42 U.S.C. Section 9601 et seq.

"Claims" has the meaning set forth in SECTION 9.3(A).

"Closing" has the meaning set forth in SECTION 3.1.

"Closing Date" has the meaning set forth in SECTION 3.1.

"Closing Date Debt" means the aggregate Indebtedness of the Transferred

Subsidiaries and, to the extent contained in the Assumed Liabilities, the

Sellers as of the close of business on the day immediately preceding the Closing

Date, as reflected on the Final Statement.

"Closing Date Net Working Capital" has the meaning set forth in SECTION

3.3(A).

"Closing Payment" has the meaning set forth in SECTION 3.2.

"Code" means the Internal Revenue Code of 1986, as amended (together with

all rules and regulations promulgated thereunder).

"Commitment Letters" has the meaning set forth in SECTION 5.5.

"Competing Business" has the meaning set forth in SECTION 7.9(B).

"Confidentiality Agreements" means those certain confidentiality agreements

dated February 9, 2007, between GM and each of Carlyle Investment Management,

L.L.C. and Onex Partners Advisor LP, in each case as amended.

"Consent Decree" means the consent decree between the Directorate, Office

of Defense Trade Controls, Bureau of Political Military Affairs, U.S. Department

of State, the U.S. Department of Homeland Security, U.S. Immigration and Customs

Enforcement, GM and General Dynamics Corporation dated November 1, 2004.

"Contracts" means any contracts, agreements, arrangements, leases,

licenses, obligations, commitments and undertakings that are binding, or purport

to be binding by their terms, on the parties thereto, and any outstanding bids

or proposals (which bids or proposals if accepted by the recipient thereof would

result in a binding contract), in each case, whether written or oral, express or

implied.

<PAGE>

"Copyrights" means copyright registrations and applications.

"Corrective Action" has the meaning set forth in SECTION 7.7(A).

"COTS License" means any Contract under which any of the Sellers receives a

license to use unmodified commercially-available Software or obtains any

services related thereto (including maintenance, hosting or consulting service).

"Coverage Period" has the meaning set forth in the definition of "DPIM

Extended Special Coverage".

"Covered Claim" means a claim against the Buyer under the DPIM Extended

Special Coverage that is covered by the DPIM Extended Special Coverage and made

by a "Participating OEM" or an "Allison Transmission Distributor/Dealer" (such

terms having the meanings given to them under the DPIM Extended Special

Coverage) based on the failure of a DPIM Unit for any reason other than (i)

misuse by the end user of the DPIM Unit or other failure to use the DPIM Unit or

associated Hybrid Propulsion System for its intended purpose, or (ii) improper

installation of such DPIM Unit by the bus OEM or by the servicing distributor of

such DPIM Unit.

"Decatur Boulevard Property" has the meaning set forth in SECTION 6.10.

"Deeds" has the meaning set forth in SECTION 8.2(D).

"Derivations" means any modifications and derivations to a product as long

as the product retains its powerflow, core engineering and design criteria,

including enhancements to the core design or additional features or functions

applied to the product's core architecture.

"Dollars" and the sign "$" each means lawful money of the United States of

America.

"DPIM" has the meaning set forth in SECTION 7.18(E).

"DPIM Conversion Date" has the meaning set forth in the definition of "DPIM

Unit".

"DPIM Coverage Costs" means an amount, per DPIM Unit replaced by the Buyer

in accordance with the DPIM Extended Special Coverage in response to a Covered

Claim made in respect of an open repair order opened prior to the expiration of

the Coverage Period, equal to (i) the out-of-pocket cost incurred by the Buyer

for the replacement DPIM Unit, plus (ii) the out-of-pocket shipping costs

incurred by the Buyer in transporting such replacement DPIM Unit to the

customer, plus (iii) the out-of-pocket cost paid by the Buyer to the distributor

of the replacement DPIM Unit to replace the failed DPIM Unit, plus (iv) a

reasonable pro-rata portion of the salary of the special contract logistics

manager hired for the purposes of expediting the DPIM Units and avoiding the

costs of normal service channel mark-up, plus (v) any payment made by the Buyer

to a supplier (including the DPIM Supplier) as reimbursement for such supplier's

increased capacity costs associated with DPIM Unit rebuilding or

remanufacturing.

"DPIM Design Program" has the meaning set forth in SECTION 7.18(E).

"DPIM Extended Special Coverage" means that certain DPIM standard warranty

provided by the Business to certain of its customers in the form attached hereto

as Exhibit Q;

<PAGE>

provided that (i) the warranty period is two (2) years from the vehicle in

service date and the extended special coverage period is in effect from the end

of such two-year period through the date that is the twelfth anniversary of the

vehicle in service date (such warranty and extended special coverage periods,

collectively, the "Coverage Period"), and (ii) during years 8-12 of the Coverage

Period, the Business will be responsible to certain of its customers covered by

the DPIM Extended Special Coverage for the following portions of the customer

claims covered by the DPIM Extended Special Coverage: (A) year 8, 90%, (B) year

9, 80%, (C) year 10, 70%, (D) year 11, 60%, and (E) year 12, 50%.

"DPIM Supplier" means Arens Controls Company, L.L.C.

"DPIM Unit" means a single dual power inverter module (identified by part

numbers 29545820 and 29540600 and interim improvements to such parts prior to

the DPIM Conversion Date) that was (i) manufactured for use in, and that was

actually used in, the Hybrid Propulsion Systems sold by the Business for use in

buses that are Vocational Vehicles, and (ii) sold by the Business and shipped to

its customers prior to the date (the "DPIM Conversion Date") that is the earlier

of (x) July 1, 2009 and (y) the date on which there is a start of regular

production for a DPIM block change, as is evidenced by a change in the DPIM part

number and/or by such other criteria as is customarily used by the Business

prior to the Closing to indicate such action, provided that GM and the Buyer

agree (which agreement will not be unreasonably withheld) that the DPIM part

bearing such new part number meets the validation requirements of a Global

Product Development Process (as such term is commonly understood within the

design and engineering organizations of GM Powertrain and the Business), which

shall include an Analysis Development Validation (ADV) plan (as such term is

commonly understood within the design and engineering organizations of GM

Powertrain and the Business), with a stated objective of B5 280,000 miles (the

"Required Specification").

"EEA" means the European Economic Area, as its membership may be altered

from time to time, and any successor thereto, and which, as of the date hereof,

consists of member states of the EU together with Iceland, Norway and

Liechtenstein.

"Employee Matters Agreement" has the meaning set forth in SECTION 8.2(D).

"Employee Pension Benefit Plan" has the meaning set forth in Section 3(1)

of ERISA, whether or not subject thereto.

"Employee Welfare Benefit Plan" has the meaning set forth in Section 3(2)

of ERISA, whether or not subject thereto.

"Engineering Services Agreement" has the meaning set forth in SECTION

8.2(D).

"Environmental Assessments" has the meaning set forth in SECTION 4.16(A).

"Environmental Laws" means any Law with respect to any Hazardous Materials,

drinking water, groundwater, wetlands, landfills, open dumps, above ground

storage tanks, underground storage tanks, solid waste, waste water, storm water

run-off, waste emissions or wells (but not including federal, state, or local

Occupational Safety and Health Administration or other occupational health or

safety requirements). Without limiting the generality of the foregoing, the term

shall encompass each of the following statutes and the regulations promulgated

thereunder, as amended: (i) CERCLA; (ii) RCRA; (iii) the Hazardous Materials

<PAGE>

Transportation Act; (iv) the Toxic Substances Control Act; (v) the Clean Water

Act; (vi) the Clean Air Act; (vii) the Safe Drinking Water Act; (viii) the

National Environmental Policy Act of 1969; (ix) the Emergency Planning and

Community Right-to-Know Act; (x) any equivalent state and local laws; and (xi)

any non-U.S. equivalents of the foregoing if applicable to the Business.

"E(P)40/50 Hybrid Products" means the Hybrid Propulsion System known by GM

and the Business as of the date hereof as the "E(P)40/50 Allison Drive System,"

having a powerflow characterized as a dual mode input and compound split

transmission, and a control arrangement including programming to enable

operation of such transmission, as exemplified by the powerflow shown in Exhibit

1 of the Patent and Technology License Agreement, and any Derivations thereof

intended for use in Vocational Vehicles or Buyer Military Vehicles (other than

the X20R Technology (as such term is defined in the Patent and Technology

License Agreement) and any Derivations thereof).

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended, and the rules and regulations promulgated thereunder.

"Estimated Closing Date Debt" has the meaning set forth in SECTION 3.1.

"Extended Special Coverage Period" has the meaning set forth in SECTION

7.18(A).

"EU" means the European Union, as its membership may be altered from time

to time, and any successor thereto, and which, as of the date hereof, consists

of Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia,

Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania,

Luxembourg, Malta, The Netherlands, Poland, Portugal, Romania, Slovakia,

Slovenia, Spain, Sweden and the United Kingdom.

"Europe" means the countries comprising the EU, the EEA and Switzerland.

"Excluded Assets" has the meaning set forth in SECTION 2.2(B).

"Excluded Liabilities" has the meaning set forth in SECTION 2.3(B).

"Excluded Marks" means any Marks that include or are based on (in each

case, in whole or in part) or are likely to be confused with the General Motors

Corporation insignia, the terms or Marks "General Motors" or "GM" or any other

terms or marks not listed in Schedule 2.2(a)(ix).

"Excluded Shared Contracts" has the meaning set forth in SECTION 7.2(C).

"Exhibit" means, except as otherwise expressly indicated herein, an exhibit

to this Agreement that is attached hereto in accordance with the terms hereof.

"FCL" has the meaning set forth in SECTION 6.1.

"Final Statement" has the meaning set forth in SECTION 3.3(C).

"Financing" has the meaning set forth in SECTION 6.8.

"Foreign Jurisdiction Transfer Document" has the meaning set forth in

SECTION 8.2(D).

<PAGE>

"Former Facility" means any facility previously used in the operation of

the Business for which such use was discontinued prior to the date hereof;

provided that the term "Former Facility" shall not include any of the

Transferred Real Property or Transferred Sub Real Property.

"GAAP" means United States generally accepted accounting principles, as in

effect as of the date of this Agreement.

"GM" has the meaning set forth in the Preamble.

"GM Comparable Products" means Automatic Transmissions manufactured by GM

or a GM Qualified Subsidiary with power, torque and durability ratings

comparable to those ratings of any Automatic Transmission then-manufactured by

GM or any GM Qualified Subsidiary for use in Non-vocational Vehicles or GM

Military Vehicles; provided that such ratings do not exceed the ratings for GM's

6L90 transmission and Derivations thereof as then-manufactured by GM or its

Subsidiaries for use in Non-vocational Vehicles or GM Military Products. For

example, Schedule 1.1I sets forth power, torque and durability ratings for GM's

6L90 transmission as of the date of this Agreement.

"GM Cost" means GM's fully-allocated product cost, calculated as the sum of

(i) the direct cost of material purchased for system components, (ii) direct and

indirect factory costs, (iii) indirect material costs, (iv) direct engineering

costs (i.e., per unit amortization of those engineering costs directly related

to the specific Hybrid Propulsion System under discussion between the Parties,

as documented in project management reporting and/or analysis materials prepared

in the course of the development of the specific Hybrid Propulsion System for

automotive program(s)) and (v) tooling amortization and depreciation charges

related to the manufacturing of the system.

"GM Cure" has the meaning set forth in SECTION 8.2(F).

"GM Information Request" has the meaning set forth in SECTION 7.7(L).

"GM Medium Duty Truck Business" means GM's medium duty truck business as

that term is commonly understood within GM.

"GM Military Vehicles" means Military Vehicles with a gross vehicle weight

rating less than or equal to 3500 kg.

"GM Non-Restricted Products" means GM Comparable Products manufactured or

sold for use (i) outside of North America in any vehicle having a gross vehicle

weight rating less than or equal to 4250 kg, or (ii) anywhere in the world in

Military Vehicles having a gross vehicle weight rating less than or equal to

4250 kg.

"GM Proposed Amount" has the meaning set forth in SECTION 3.3(C).

"GMPT Germany Supply Contract" has the meaning set forth in SECTION 8.2(D).

"GM Qualified Subsidiary" means a Subsidiary of GM that is wholly-owned by

GM or another wholly-owned Subsidiary of GM, except that a party unaffiliated

with GM may hold not more than five percent (5%) of the outstanding stock or

other equity of such Subsidiary to the

<PAGE>

extent necessary to comply with the local requirements of Law of a foreign

jurisdiction and so long as such Subsidiary is controlled by GM.

"GM Restricted Products" means (i) Automatic Transmissions and Hybrid

Propulsion Systems manufactured or sold for use anywhere in the world in

Vocational Vehicles or Buyer Military Vehicles, and (ii) Automatic Transmissions

and Hybrid Propulsion Systems manufactured or sold anywhere in the world for use

in Off-Road Products but only if (with respect to this item (ii) only) such

Automatic Transmissions and Hybrid Propulsion Systems have power, torque and

durability ratings equivalent to or higher than those ratings of any Automatic

Transmissions or Hybrid Propulsion Systems then-manufactured and sold by the

Buyer or its Subsidiaries for use in Vocational Vehicles or Buyer Military

Products; provided that this item (ii) does not include Automatic Transmissions

and Hybrid Propulsion Systems having power, torque and durability ratings

equivalent to those ratings of Automatic Transmissions and Hybrid Propulsion

Systems then-manufactured and sold for use in GM's GMT 900 2500 and 3500 van and

pickup truck platforms manufactured by GM or its Subsidiaries (or their

comparable successor platforms) or competing vehicles of comparable weight.

"GMT 900 4500 Platform" means GM's proposed GMT 900 4500 pickup truck

platform (and its comparable successor platforms) manufactured by GM or its

Subsidiaries.

"GM Tax Claim" has the meaning set forth in SECTION 7.6(C).

"GM Third Party Licenses" has the meaning set forth in SECTION 4.12(F).

"GMTR" means General Motors Trade Receivables LLC, a Delaware limited

liability company.

"Government Contract" has the meaning set forth in SECTION 4.23(A).

"Governmental Entity" means the United States, any state or other political

subdivision thereof, and any other foreign or domestic entity exercising

executive, legislative, judicial, regulatory or administrative authority or

functions of or pertaining to government, including any government authority,

agency, department, corporation, board, commission, court, tribunal or

instrumentality of the United States or any foreign entity, any state of the

United States or any political subdivision of any of the foregoing.

"Government Prime Contracts" means the Purchased Contracts that are between

the U.S. Government and, with respect to the Business, one or more of the

Sellers, including such Purchased Contracts set forth on Schedule 2.2(a)(iii).

"Government Related Subcontract Agreement" has the meaning set forth in

SECTION 7.11(C).

"GSCs" means the global service contracts entered into by GM and/or its

Affiliates with third-party service providers in connection with GM's "Terms and

Conditions for Information Technology and Related Services."

"Guarantees" has the meaning set forth in SECTION 7.14.

<PAGE>

"Guarantors" means Carlyle Partners IV, L.P., a Delaware limited

partnership, and Onex Partners II LP, a Delaware limited partnership.

"Hazardous Materials" means any element, compound, chemical mixture,

contaminant, pollutant, material, waste or other substance that is defined or

regulated under any applicable Environmental Law, determined or identified as

hazardous or toxic under any applicable Environmental Law, or the release of or

exposure to which is prohibited under any applicable Environmental Law,

including asbestos, asbestos-containing materials, polychlorinated biphenyls,

radioactive materials, chlorinated solvents, chromium, lead, petroleum products

and petroleum byproducts.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,

as amended, and the rules and regulations promulgated thereunder.

"Hungarian Manufacturing Business" has the meaning set forth in the

Recitals.

"Hybrid Co-Branding Agreement" has the meaning set forth in SECTION 8.2(D).

"Hybrid JV Agreements" has the meaning set forth in SECTION 7.17.

"Hybrid Product" has the meaning set forth in SECTION 7.9(D).

"Hybrid Propulsion System" means all components of the electric propulsion

system of a vehicle or Off-Road Product having both an internal combustion

engine and an electric propulsion system, including the drive unit, motor(s),

generator(s), onboard and exportable power generation and interface, energy

storage device(s), energy conversion device and control modules for the system

and its components.

"IDEM" has the meaning set forth in SECTION 7.7(B).

"Indebtedness" means, with respect to any Person, without duplication, (i)

all obligations of such Person for borrowed money (including all accrued and

unpaid interest and all prepayment penalties or premiums in respect thereof),

(ii) all obligations of such Person to pay amounts evidenced by bonds,

debentures, notes or similar instruments (including all accrued and unpaid

interest and all prepayment penalties or premiums in respect thereof), (iii) all

obligations of such Person under or in respect of leases required to be

capitalized in accordance with GAAP, to the extent of the obligations so

capitalized, (iv) all obligations of others, of the types set forth in clauses

(i)-(iii), that are secured by any Lien on property owned or acquired by such

Person, whether or not the obligations secured thereby have been assumed, but

only to the extent so secured, (v) all unreimbursed reimbursement obligations of

such Person under letters of credit issued for the account of such Person, (vi)

obligations of such Person under conditional sale, title retention or similar

arrangements or other obligations, in each case, to pay the deferred purchase

price for property or services, to the extent of the unpaid purchase price

(other than ordinary course trade payables and other than customary reservations

or retentions of title under agreements with suppliers in the ordinary course of

business), (vii) all net monetary obligations of such Person in respect of

interest rate and currency swap obligations, and (viii) all guarantees of or by

such Person of any of the matters described in clauses (i)-(vii) hereof, to the

extent of the maximum amount for which such Person may be liable pursuant to

such guarantee; provided that in no event does "Indebtedness" include any

current liability included in the calculation of the Closing Date Net Working

Capital on the Final Statement.

<PAGE>

"Indemnified Party" has the meaning set forth in SECTION 9.4(A).

"Indemnifying Party" has the meaning set forth in SECTION 9.4(A).

"Indianapolis Right of First Refusal" has the meaning set forth in SECTION

6.11.

"Intellectual Property" means any and all of the following in any

jurisdiction throughout the world: (i) Patents; (ii) Marks; (iii) Copyrights,

mask works and other works of authorship (other than Software); and (iv)

Technology.

"International Facilities" means the facilities located at (i) Rua Agostino

Togneri 57, Jurubatuba, Santo Amaro, Sao Paulo, Brazil, (ii) Ringerstraat 12 -

18, Sliedrecht, Netherlands and (iii) 88 Ri Bin Road, Waigaoqaio Free Trade

Zone, Shanghai, China.

"International Facilities Testing" has the meaning set forth in SECTION

6.4.

"ITAR" means the International Traffic in Arms Regulations, 22 CFR 120, et

seq.

"Law" means any applicable United States or non-United States federal,

provincial, state or local statute, common law, rule, regulation, ordinance,

permit, order, writ, injunction, judgment or decree of any Governmental Entity.

"Lease Agreement" has the meaning set forth in SECTION 8.2(D).

"Leased Real Property" has the meaning set forth in SECTION 2.2(A).

"Licensed Intellectual Property" means the Intellectual Property licensed

to the Buyer in the Patent and Technology License Agreement or the Engineering

Services Agreement.

"Licensed Software" means the Software licensed to the Buyer in the

Software License Agreement.

"Lien" means any pledge, security interest, encumbrance or lien.

"Losses" means any claims, causes of action, liabilities, losses,

grievances, damages, penalties, fines, amounts paid in settlement, costs and

expenses (including reasonable and documented attorneys' fees and

disbursements).

"Marketing Period" means the first fifteen (15) consecutive Business Day

period after the date hereof throughout which period (i) the Buyer shall have

the Required Financial Information that GM is required to provide to the Buyer

pursuant to SECTION 6.8, (ii) the conditions set forth in SECTION 8.1 shall have

been satisfied (or waived by the Buyer in writing), (iii) the representations

and warranties of GM set forth in ARTICLE IV, disregarding qualifications as to

materiality and Material Adverse Effect, shall have been true and correct

(except to the extent expressly made as of an earlier date, in which case only

as of such date), with only such exceptions as, individually or in the

aggregate, have not had, or would not be reasonably expected to have, a Material

Adverse Effect, (iv) GM and the other Sellers shall have performed and complied

with, in all material respects, their material covenants and agreements

contained in this Agreement that were required to be performed or complied with

prior to and during such period, (v) the conditions set forth in SECTION 8.2(E)

and SECTION 8.2(F) shall have been satisfied

<PAGE>

and (vi) Deloitte & Touche LLP shall have not withdrawn its audit opinions for

any of the audited financial statements included in the Required Financial

Information.

"Marks" means any and all trademarks, service marks, certification marks,

trade names, corporate names, domain names, logos, trade dress, or other indicia

of source or origin, and all registrations of and applications to register the

foregoing, in each case in any jurisdiction throughout the world.

"Material Adverse Effect" means any change, event, circumstance, occurrence

or development that, individually or in the aggregate with all other such

changes, events, circumstances, occurrences or developments, has had, or would

reasonably be expected to have, a material adverse effect on or change in (A)

the assets, business, results of operations or condition (financial or

otherwise) of the Business, taken as a whole; provided, however, that the term

"Material Adverse Effect" does not, and shall not be deemed to, include any of

the following: (i) changes or effects that generally affect the industry or

industries in which the Business operates; (ii) changes in securities markets,

interest rates or general economic, regulatory or political conditions,

including acts of terrorism or the commencement or escalation of any war,

whether declared or undeclared, or other hostilities (excluding in the case of

clauses (i) and (ii) any changes that have a substantially disproportionate

impact on the Business, relative to other businesses, generally, which

businesses operate in the same industries or geographies as the Business); (iii)

changes or effects arising out of, or attributable to, the announcement of the

execution of this Agreement or the identity of the Buyer, including with respect

to the customers and employees of the Business, compliance by the Sellers with

their obligations hereunder or the consummation of the transactions contemplated

hereby; (iv) changes or effects due to changes (or proposed or prospective

changes) in any Laws affecting the Business or the Business Assets; (v) changes

in GAAP or other applicable accounting regulations and principles or the

interpretation thereof; or (vi) the failure of the Business to meet any internal

projections or forecasts (it being understood that the facts or occurrences

giving rise or contributing to such failure that are not otherwise excluded from

the definition of a "Material Adverse Effect" may be taken into account in

determining whether there has been a Material Adverse Effect and it being

further understood that any such failure may be taken into account in

determining whether the facts or occurrences giving rise or contributing to such

failure are materially adverse to the assets, business, results of operations or

condition (financial or otherwise) of the Business, taken as a whole) or (B) the

ability of the Sellers to consummate the transactions contemplated by, and

discharge their obligations under, this Agreement and the Ancillary Documents.

"Material Contracts" has the meaning set forth in SECTION 4.9(A).

"Military Vehicles" means tracked and wheeled combat and tactical vehicles;

provided that any such vehicles based on GM's GMT 900 2500 or 3500 van and

pickup truck platforms (or their comparable successor platforms) are not

considered to be Military Vehicles, and are instead considered to be

Non-vocational Vehicles.

"MOU" means a Memorandum of Understanding with the UAW in substantially the

form attached hereto as Exhibit S.

"Net Working Capital" means an amount determined in accordance with, and

based solely on the items contained in, Schedule 1.1E.

"Neutral Auditor" has the meaning set forth in SECTION 3.3(C).

<PAGE>

"Non-Military Vehicles" means vehicles (which, for the avoidance of doubt,

shall include motorhomes) other than Military Vehicles.

"Non-vocational Vehicles" means (i) all Non-Military Vehicles (other than

Off-Road Products) manufactured or sold for use in North America with a gross

vehicle weight rating less than or equal to 5900 kg, (ii) all Non-Military

Vehicles (other than Off-Road Products) manufactured or sold for use anywhere

else in the world with a gross vehicle weight rating less than or equal to 3500

kg, and (iii) GM's GMT 900 2500 and 3500 van and pickup truck platforms (or

their comparable successor platforms) manufactured by GM or its Subsidiaries and

competing vehicles of comparable weight.

"North America" means the United States, Canada and Mexico and their

respective territories and possessions.

"Novation Agreement" has the meaning set forth in SECTION 7.11(A).

"Objection Notice" has the meaning set forth in SECTION 3.3(B).

"Offering Documents" has the meaning set forth in SECTION 6.8.

"Off-Road Products" means vehicles and non-vehicular equipment designed,

manufactured or sold for use anywhere in the world in the construction,

agriculture, forestry, mining and energy industries, and other industrial and

similar non-on-highway applications.

"Offset Amount" has the meaning set forth in SECTION 9.5(C).

"Outside Date" has the meaning set forth in SECTION 10.1(B).

"Owned Real Property" has the meaning set forth in SECTION 2.2(A).

"Parties" means the Sellers and the Buyer together, and "Party" means any

of the Sellers, on the one hand, or the Buyer, on the other hand, as appropriate

and as the case may be.

"Patent and Technology License Agreement" has the meaning set forth in

SECTION 8.2(D).

"Patents" means any and all patents, patent applications, inventions,

invention disclosures and statutory invention registrations.

"Permits" has the meaning set forth in SECTION 2.2(A).

"Permitted Liens" means any: (i) mechanics', materialmens' and similar

Liens imposed by Law with respect to amounts not yet due and payable or the

validity of which is being contested in good faith; (ii) Liens for Taxes not yet

due and payable or the validity of which is being contested in good faith; (iii)

pledges or deposits to secure obligations under workers' compensation Laws or

similar legislation or to secure public or statutory obligations; (iv) with

respect to the Transferred Real Property and Transferred Sub Real Property,

easements, rights-of-way, restrictive covenants and servitudes and other similar

rights and any subdivision, development, servicing, site plan or other similar

agreement and any Liens, matters or exceptions that would be disclosed by a

current title commitment and/or current surveys of the applicable Transferred

Real Property and/or Transferred Sub Real Property that, in each case, do not

materially interfere with the use and enjoyment of the real property in question

in the manner

<PAGE>

currently used; and (v) Liens imposed by the U.S. Government in connection with

Government Prime Contracts.

"Person" means an individual, partnership, corporation, limited liability

company, association, joint stock company, trust, joint venture, unincorporated

organization or Governmental Entity.

"Post-Closing Tax Period" has the meaning set forth in SECTION 9.2(A).

"Pre-Closing Tax Period" has the meaning set forth in SECTION 2.3(B).

"Preliminary Statement" has the meaning set forth in SECTION 3.3(A).

"Pro Forma Adjustments" has the meaning set forth in SECTION 4.4(C).

"Pro Forma Financial Statements" has the meaning set forth in SECTION

4.4(C).

"Proposed Use Statement" has the meaning set forth in SECTION 7.7(L).

"Proving Grounds Use Agreements" has the meaning set forth in SECTION

8.2(D).

"Purchased Assets" has the meaning set forth in SECTION 2.2(A).

"Purchased Contracts" has the meaning set forth in SECTION 2.2(A).

"Purchase Price" has the meaning set forth in SECTION 3.2.

"RCRA" means the Resource Conservation and Recovery Act of 1976, 2 U.S.C.

Section 6901, et seq.

"Receivables Agreement" means that certain Purchase and Sale Agreement,

dated as of July 22, 2004, between GM and GMTR.

"Recent Balance Sheet" has the meaning set forth in SECTION 4.4(A).

"Release" means any spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, storing, escaping, leaching, dumping,

discarding, burying, abandoning or disposing into the environment of Hazardous

Materials that is prohibited under, or reasonably likely to result in a

liability in excess of $1,000,000 under, any applicable Environmental Law.

"Required Antitrust Filings" has the meaning set forth in SECTION 6.2(C).

"Required Financial Information" has the meaning set forth in SECTION 6.8.

"Required Specifications" has the meaning set forth in the definition of

"DPIM Unit".

"Resolution Period" has the meaning set forth in SECTION 3.3(B).

"Retained Businesses" has the meaning set forth in the Recitals.

"Retained Facilities" has the meaning set forth in the Recitals.

<PAGE>

"Retained Hybrid Business" has the meaning set forth in the Recitals.

"Retained Real Property" means the Retained Facilities, the Shared Retained

Facilities and all other real property owned or leased (as lessee) by GM or its

Affiliates (other than Transferred Real Property), including the real property

set forth on Schedule 1.1F.

"Review Period" has the meaning set forth in SECTION 3.3(B).

"ROFR Waiver" has the meaning set forth in SECTION 6.11.

"Schedule" means, except as otherwise expressly indicated herein, a

schedule to this Agreement (including each of the Seller Disclosure Schedules),

all of which Schedules are incorporated herein by reference.

"Section" means, except as otherwise expressly indicated herein, a section

of this Agreement.

"Securities Act" has the meaning set forth in SECTION 6.8.

"Sellers" has the meaning set forth in the Recitals.

"Seller Claims" has the meaning set forth in SECTION 9.3(A).

"Seller Competing Business" has the meaning set forth in SECTION 7.9(B).

"Seller Disclosure Schedules" means the Schedules pertaining to, and

corresponding to the Section references of, ARTICLE IV of this Agreement,

initialed by the Parties hereto.

"Seller Indemnified Parties" has the meaning set forth in SECTION 9.3(A).

"Seller's Knowledge" means the actual knowledge of the individuals listed

on Schedule 1.1G, as to the matters represented, as of the date the

representation is made.

"Shared Retained Facilities" has the meaning set forth in the Recitals.

"Software" means software of any type and in any form, including source

code, executable code, databases, data and documentation.

"Software License Agreement" has the meaning set forth in SECTION 8.2(D).

"Soliciting Party" has the meaning set forth in SECTION 7.9(D).

"Specified Consent" has the meaning set forth in SECTION 7.2(B).

"Straddle Period" means any Tax year or period beginning on or before the

Closing Date and ending after the Closing Date.

"Sublease Agreement" has the meaning set forth in SECTION 8.2(D).

"Subsidiary" or "Subsidiaries" means, with respect to any Person, any

corporation, limited liability company, partnership or other legal entity of

which such Person (either alone or through or together with any other

Subsidiary) owns, directly or indirectly, more than 50 percent

<PAGE>

of the stock or other equity interests the holder of which is generally entitled

to vote for the election of the board of directors or other governing body of

such corporation, limited liability company, partnership or other legal entity.

"Szentgotthard Facility" means the facility located at Fuzesi utca 15-9971,

Szentgotthard, Hungary.

"Target Closing Date Net Working Capital" has the meaning set forth in

SECTION 3.3(E).

"Tax" or "Taxes" means a tax or taxes of any kind or nature, or however

denominated, and whether disputed or not, including any federal, provincial,

state, local or foreign income, gross receipts, franchise, alternative minimum,

net worth, transfer, sales, use, transfer, registration, business and

occupation, value added, excise, severance, stamp, premium, windfall profit,

customs, duties, real property, personal property, capital stock, social

security, unemployment, disability, payroll, license, employee tax or other

withholding, including any estimated tax, interest, penalties or additions to

tax or additional amounts in respect of the foregoing, including any transferee

or secondary liability for any such tax, and any tax liability assumed by

Contract or arising as a result of being or ceasing to be a member of any

affiliated group, or of being included or required to be included in any Tax

Return relating thereto.

"Tax Returns" means, with respect to any Tax, any information return for

such Tax, and any return, report, statement, declaration, claim for refund or

document filed or required to be filed under the Law for such Tax.

"Technology" means unpatented technology, trade secrets, know-how and other

confidential and proprietary information.

"Termination Date" has the meaning set forth in SECTION 10.1(B).

"Third Party Claim" has the meaning set forth in SECTION 9.4(A).

"Transaction" has the meaning set forth in SECTION 7.9(D)(II).

"Transfer Tax Forms" has the meaning set forth in SECTION 8.2(D).

"Transferred Employee" means, solely for purposes of this Agreement, a

Business Employee to whom the Buyer is obligated to offer employment pursuant to

the Employee Matters Agreement.

"Transferred Hybrid Business" has the meaning set forth in the Recitals.

"Transferred Intellectual Property" has the meaning set forth in SECTION

2.2(A)(IX).

"Transferred Real Property" has the meaning set forth in SECTION 2.2(A).

"Transferred Stock" has the meaning set forth in the Recitals.

"Transferred Sub Real Property" means the ownership and leasehold interests

of the Transferred Subsidiaries in real property set forth on Schedule 1.1IH.

"Transferred Subsidiaries" has the meaning set forth in the Recitals.

<PAGE>

"Transferred Subsidiary Tax Claim" has the meaning set forth in SECTION

7.6(C).

"Transition Services Agreement" has the meaning set forth in SECTION

8.2(D).

"UAW" means the International Union, United Automobile, Aerospace and

Agricultural Implement Workers of America, including Local 933.

"UAW Agreement" has the meaning set forth in the Employee Matters

Agreement.

"UAW Facilities" means the facilities located at 4700 West 10th Street,

P.O. Box 0894-46206-0894, Indianapolis, Indiana, 5902 Decatur Boulevard,

Indianapolis, Indiana, 2840 Fortune Circle W Suite A, Indianapolis, Indiana and

6040 W. 62nd Street, Indianapolis, Indiana.

"Union Agreements" has the meaning set forth in the Employee Matters

Agreement.

"United States" or "U.S." means the United States of America, including its

territories and possessions.

"U.S. EPA" has the meaning set forth in SECTION 7.7(A).

"U.S. Government" means the federal government of the United States and any

agencies, instrumentalities and departments thereof.

"Vocational Vehicles" means (i) all Non-Military Vehicles (other than

Off-Road Products) manufactured or sold for use in North America with a gross

vehicle weight rating greater than 5900 kg, and (ii) all Non-Military Vehicles

(other than Off-Road Products) manufactured or sold for use anywhere else in the

world with a gross vehicle weight rating greater than 3500 kg; provided that

GM's GMT 900 2500 and 3500 van and pickup truck platforms (or their comparable

successor platforms) manufactured by GM or its Subsidiaries and competing

vehicles of comparable weight are not considered to be Vocational Vehicles, and

are instead considered to be Non-vocational Vehicles.

"WARN Act" means the United States Worker Adjustment and Retraining Act of

1988, as amended.

"Warranty Period" has the meaning set forth in SECTION 7.18.

ARTICLE II

PURCHASE AND SALE OF ASSETS

AND ASSUMPTION OF LIABILITIES

Section 2.1 Purchase of Assets and Assumption of Liabilities.

On the terms and subject to the conditions set forth in this

Agreement, at the Closing:

(a) the Buyer shall purchase from the Sellers, and the Sellers

shall, and GM shall cause the other Sellers to, sell, transfer, assign, convey

and deliver to the Buyer, the Purchased Assets, free and clear of all Liens

(other than Permitted Liens), and the Transferred Stock, free and clear of all

Liens; and

(b) the Buyer shall assume and agree to pay, discharge and

perform when due all of the Assumed Liabilities.

<PAGE>

Section 2.2 Purchased and Excluded Assets.

(a) The "Purchased Assets" are all of the right, title and

interest that each of the Sellers possesses in and to the following assets,

rights and properties (other than the Excluded Assets), as the same may exist as

of the close of business on the Closing Date:

(i) all accounts and notes receivable and other such claims

for money due to any Seller from (A) any third parties to the extent

arising from the rendering of services or the sale of goods or materials by

the Business and (B) any other Seller or any of its Subsidiaries to the

extent arising from the sale of Automatic Transmissions to the Sellers by

the Business;

(ii) all raw materials, work in process and finished goods

inventories, to the extent used or held for use primarily in connection

with the Business;

(iii) all Contracts to which any Seller is a party that

pertain exclusively to the Business, the Assigned GSCs (subject to SECTION

2.2(C)), all COTS Licenses used exclusively by the Business and those

Contracts set forth on Schedule 2.2(a)(iii) (collectively, the "Purchased

Contracts");

(iv) all machinery, equipment, hardware, spare parts, tools,

dies, test equipment, furniture, fixtures, vehicles and other tangible

personal property that are used or held for use primarily in connection

with the Business, together with the machinery, equipment, spare parts,

tools, dies, test equipment, hardware, furniture, fixtures, vehicles and

other tangible personal property set forth on Schedule 2.2(a)(iv);

(v) to the extent legally transferable, all licenses,

permits, franchises, certificates of authority or orders, or any waiver of

the foregoing, issued by any Governmental Entity exclusively with respect

to the conduct of the Business or to any of the Transferred Real Properties

(collectively, the "Permits");

(vi) to the extent legally transferable, all rights under or

pursuant to warranties, representations and guarantees made by suppliers,

manufacturers or contractors in connection with products or services

provided to the Sellers from third parties other than GM and/or any of its

Affiliates primarily in connection with the Business;

(vii) the (A) real property that is owned by the Sellers

(including all buildings, structures and improvements thereon and

appurtenances thereto) and is set forth on Schedule 2.2(a)(vii) (the "Owned

Real Property") and (B) the leasehold or subleasehold interests of the

Sellers, as lessees or sublessees, under the real property leases of the

real property set forth on Schedule 2.2(a)(vii) (the "Leased Real

Property," and together with the Owned Real Property, the "Transferred Real

Property");

(viii) all books, records, ledgers, files, documents,

correspondence, lists, plans, specifications, plats, surveys, drawings,

advertising and promotional materials, reports and other materials (in

whatever form or medium) of the Sellers that pertain primarily to the

Business or the Transferred Employees; provided, however, that the Sellers

shall be entitled to retain copies of any such materials they deem

reasonably necessary;

<PAGE>

(ix) the Intellectual Property set forth on Schedule

2.2(a)(ix) (the "Transferred Intellectual Property");

(x) any credits, prepaid expenses, deferred charges, advance

payments, prepaid items and claims for refunds or reimbursements (but

excluding cash security or other deposits), in each case to the extent

pertaining primarily to the Business;

(xi) any rights to credits, refunds, rebates or abatements

of Taxes with respect to the Purchased Assets for any period beginning

after the Closing Date;

(xii) all other personal property used or held for use

exclusively in connection with, or relating exclusively to, the Business

(other than any Intellectual Property and Software); and

(xiii) the assets, rights and properties set forth on

Schedule 2.2(a)(xiii).

(b) The Purchased Assets shall not include any assets, rights or

properties other than those described in SECTION 2.2(A). Without limiting the

generality of the foregoing sentence and notwithstanding anything to the

contrary contained in SECTION 2.2(A), the Sellers or their Affiliates (other

than the Transferred Subsidiaries) shall retain all of their respective right,

title and interest in and to, and shall not, and shall not be deemed to, sell,

transfer, assign, convey or deliver to the Buyer, and the Purchased Assets shall

not, and shall not be deemed to, include, the following (collectively, the

"Excluded Assets"):

(i) any cash or cash equivalents, including any marketable

securities or certificates of deposit, or any collected funds or accounts

or items in the process of collection at the financial institutions of the

Sellers through and including the Closing Date, and any cash security or

other deposits, together with all accrued but unpaid interest thereon;

(ii) (A) any accounts and notes receivable contributed to

GMTR pursuant to the Receivables Agreement and any related rights to

payment therefor due to any Seller and (B) any accounts and notes

receivable and other such claims for money due to any Seller from any other

Seller or any of its Subsidiaries other than those arising from the sale of

Automatic Transmissions to the Sellers by the Business;

(iii) (A) any rights of the Sellers or any of their

respective Affiliates (other than the Transferred Subsidiaries) to any Tax

refunds, credits or abatements with respect to assets that are not

Purchased Assets; (B) any rights to credits, refunds, rebates or abatements

of Taxes with respect to the Purchased Assets and relating to periods (or

portions thereof) ending on or prior to the Closing Date; (C) any Tax

Returns or Tax records of the Sellers or any of their Affiliates (other

than the Transferred Subsidiaries) that do not relate exclusively to the

Purchased Assets; and (D) any rights of the Sellers or any of their

respective Affiliates (other than the Transferred Subsidiaries) under any

Tax allocation or sharing Contract;

(iv) any credits, prepaid expenses, deferred charges,

advance payments, security deposits, prepaid items, deposits and claims for

refunds or reimbursements, in each case relating primarily to the other

Excluded Assets and/or Excluded Liabilities;

<PAGE>

(v) any rights to indemnification, contribution or other

reimbursement, or limitations on liability, under the Purchased Contracts,

or any warranties and guarantees, in each case, from any third parties with

respect to any Excluded Liabilities and/or Losses for which GM has an

indemnification obligation under SECTION 9.2(A)(III), (IV) and (V) of this

Agreement;

(vi) any property, casualty or other insurance policy held

by any Seller or any of its Affiliates (other than the Transferred

Subsidiaries) or related insurance services Contract to which any Seller or

any of its Affiliates (other than the Transferred Subsidiaries) is a party,

and any rights of any Seller or any of its Affiliates (other than the

Transferred Subsidiaries) under any such policy or Contract;

(vii) any rights of any Seller or the Seller Indemnified

Parties under this Agreement, any Ancillary Document or any other Contract

between any Seller and the Buyer;

(viii) any right, title or interest in the Retained Real

Property and any assets, rights and properties of the Sellers relating

primarily to the Retained Real Property, other than (A) machinery,

equipment, hardware, spare parts, tools, dies, test equipment, furniture,

fixtures, vehicles and other tangible personal property used or held for

use exclusively in connection with the Business at the Shared Retained

Facilities or the Szentgotthard Facility and (B) raw materials, work in

process and finished goods inventories to the extent used or held for use

primarily in connection with the Business;

(ix) any machinery, equipment, spare parts, tools, dies,

test equipment, furniture, fixtures, vehicles and other tangible personal

property that is located at the Shared Retained Facilities and/or Retained

Facilities and that is not or are not used or held for use exclusively in

connection with the Business;

(x) the corporate charter, qualification to conduct business

as a foreign corporation, arrangements with registered agents relating to

foreign qualifications, taxpayer and other identification numbers,

corporate seal, minute books, stock transfer books, blank stock

certificates, books and records relating to Taxes, and any other documents

relating to the governance, organization, maintenance and existence of the

Sellers or to the proposed sale of the Business;

(xi) any of the Benefit Plans and underlying assets or any

rights of any Seller or any of its Affiliates under the Benefit Plans,

unless otherwise set forth in the Employee Matters Agreement;

(xii) any Patents;

(xiii) the Excluded Marks;

(xiv) any Technology, except for rights to Technology under

Purchased Contracts;

(xv) any Software, except for rights to Software under

Purchased Contracts;

(xvi) the Intellectual Property set forth on Schedule

2.2(b)(xvi);

<PAGE>

(xvii) except for licenses or rights granted under a

Purchased Contract, any licenses or other rights to use Intellectual

Property or Software owned by Persons other than the Sellers;

(xviii) any COTS Licenses not used exclusively in the

Business and not listed on Schedule 2.2(a)(iii);

(xix) any GSCs (other than the Assigned GSCs);

(xx) the Retained Facilities and the Shared Retained

Facilities; and

(xxi) any other assets, rights and properties that are set

forth on Schedule 2.2(b)(xxi).

assignment, conveyance and delivery of the Assigned GSCs pursuant to SECTION 2.1

consists only of a partial assignment of the Assigned GSCs with respect to the

services provided thereunder to the Business as of the date hereof, to the

extent permitted by sections 27.2 and 31.1 of GM's "Terms and Conditions for

Information Technology and Related Services" (as incorporated into such Assigned

GSCs). GM shall retain any and all rights under the Assigned GSCs that relate to

any other services provided to GM or its Affiliates thereunder. GM shall use

reasonable efforts to enter into a Contract with the applicable third-party

service providers prior to Closing (on terms reasonably acceptable to the Buyer)

to document the scope of such partial assignments, including by identifying the

scope of services and corresponding pricing terms that are contained in such

partial assignment (which Contract may be in the form of an amendment to the

applicable Assigned GSC), and any such Contract shall, upon execution by the

parties thereto, be deemed to be a Purchased Contract hereunder. If GM has not

entered into such a Contract with respect to an Assigned GSC on or before the

Closing, then, at the request of either GM or the Buyer, GM and the Buyer shall

cooperate in good faith to document the scope of the partial assignment

thereunder.

Section 2.3 Assumed and Excluded Liabilities.

(a) The "Assumed Liabilities" mean the following liabilities and

obligations of the Sellers, whether known or unknown, asserted or unasserted,

absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and

whether due or to become due (except to the extent such liabilities or

obligations are Excluded Liabilities):

(i) all liabilities and obligations to the extent arising

from the conduct of the Business, including all accounts payable and other

current liabilities to the extent arising from the conduct of the Business,

reflected or reserved for on the Recent Balance Sheet or identified in the

notes thereto, and any liabilities and obligations to the extent arising

from the conduct of the Business incurred in the ordinary course of

business since the date of the Recent Balance Sheet, except to the extent

paid or discharged in the ordinary course of business since the date

thereof and except as set forth on Schedule 2.3(b)(iii);

(ii) all liabilities and obligations arising under or

relating to the Purchased Contracts;

<PAGE>

(iii) all liabilities and obligations arising out of or

relating to services provided or products sold in connection with the

Business, whether prior to or after the Closing (and, with respect to such

products, regardless of when designed or manufactured), including all

product return, exchange, rebate (including rebate liabilities and

obligations in connection with the sales referred to in SECTION

2.2(A)(I)(B)), credit and warranty obligations and all product liabilities

and infringement liabilities relating thereto, whether in tort, strict

liability or otherwise;

(iv) all liabilities and obligations arising out of or

relating to the generation, use, handling, presence, treatment, storage,

transportation, disposal or Release of any Hazardous Materials (A) by the

Buyer or its Affiliates on or after the Closing Date, or (B) at, on, under,

about, or migrating to or from, the Transferred Real Property before or

after the Closing, except as set forth on Schedule 2.3(b)(ii), in each

case, including any such liabilities or obligations resulting from

violations of applicable Environmental Laws;

(v) all liabilities and obligations arising out of or

relating to the current and former employees of the Business (including all

Transferred Employees) to the extent provided in the Employee Matters

Agreement;

(vi) all liabilities and obligations with respect to current

and former employees of the Business (including all Transferred Employees)

under any Benefit Plan, except to the extent expressly excluded in the

Employee Matters Agreement;

(vii) all liabilities and obligations of the Sellers arising

out of or in connection with the Actions set forth on Schedule 2.3(a)(vii),

and any other Actions related to the Business initiated between the date

hereof and the Closing against the Sellers (or any of them); and

(viii) all liabilities and obligations incurred, accrued or

arising on or after the Closing Date in connection with the conduct or

operation of the Business or the use or ownership of the Purchased Assets.

(b) The Buyer shall not assume or become responsible for, and shall

not be deemed to have assumed or to have become responsible for, and GM shall

assume from the Transferred Subsidiaries, the following liabilities and

obligations (collectively, the "Excluded Liabilities"):

(i) any liabilities or obligations of the Sellers or the

Transferred Subsidiaries pertaining primarily to any Excluded Asset;

(ii) any liabilities and obligations of the Sellers or the

Transferred Subsidiaries arising out of or relating to the generation, use,

handling, presence, treatment, storage, transportation, disposal or Release

of any Hazardous Materials at, on, under, about, or migrating to or from,

(A) the Retained Real Property, whether before or after Closing, (B) the

Transferred Real Property only to the extent set forth on Schedule

2.3(b)(ii) or (C) any Former Facility;

<PAGE>

(iii) all liabilities and obligations that (A) are reflected

or reserved for on the Recent Balance Sheet or identified in the notes

thereto and (B) are identified on Schedule 2.3(b)(iii);

(iv) any liabilities and obligations of the Sellers or the

Transferred Subsidiaries arising out of or relating to the disposal of any

Hazardous Materials from the Transferred Real Property before Closing to a

third party offsite location for disposal, which disposal results in a

violation of, or liability under, CERCLA or any similar state law;

(v) any liabilities or obligations of the Sellers with

respect to Taxes arising in connection with the Business or the Purchased

Assets for any taxable period or ratable portion thereof ending on or prior

to the Closing Date (a "Pre-Closing Tax Period");

(vi) those liabilities or obligations of the Sellers arising

out of or relating primarily to the Business that are expressly set forth

on Schedule 2.3(b)(vi);

(vii) any liabilities or obligations in respect of, or that

constitute, Indebtedness (other than such liabilities and obligations of

the type set forth in clauses (iii) and/or (vi) of the definition of

"Indebtedness" and any Indebtedness of the Transferred Subsidiaries);

(viii) all liabilities and obligations allocated to GM

and/or the other Sellers pursuant to the Employee Matters Agreement;

(ix) all liabilities and obligations of the Transferred

Subsidiaries to the extent arising primarily from any business of GM or its

past or present Affiliates, divisions or business units, in each case,

other than the Business; and

(x) all liabilities and obligations of the Sellers or the

Transferred Subsidiaries in respect of the factoring or securitization of

any accounts or notes receivable (including any such obligation to

repurchase any accounts or notes receivable sold in connection with such

factoring or securitization or any such obligation secured by a lien or

pledge of any such accounts or notes receivable).

ARTICLE III

PURCHASE PRICE AND CLOSING

Section 3.1 Closing.

The closing of the transactions contemplated by this Agreement (the

"Closing") shall occur on the later of (i) three (3) Business Days following the

satisfaction and/or waiver of all conditions to Closing set forth in ARTICLE

VIII (other than such conditions that by their nature are to be satisfied at the

Closing, but subject to the satisfaction or waiver of such conditions at or

prior to the Closing) and (ii) a date specified by the Buyer on not less than

three (3) Business Days' notice to GM, which date shall not be later than the

last day of the Marketing Period and shall not be earlier than the date on which

all conditions to Closing set forth in ARTICLE VIII (other than such conditions

that by their nature are to be satisfied at the Closing, but subject to the

satisfaction or waiver of such conditions at or prior to the Closing) have been

satisfied and/or waived, at the offices of Latham & Watkins LLP, 885 Third

Avenue, Suite 1200, New York, NY 10022, or at such other place or on such other

date as the Parties may

<PAGE>

agree in writing. The date on which the Closing actually occurs shall be

referred to as the "Closing Date," and except as otherwise expressly provided

herein, the Closing shall for all purposes be deemed effective as of 9:00 a.m.,

New York City time, on the Closing Date. Within ten (10) Business Days prior to

the Closing Date, and in no event less than three (3) Business Days prior to the

Closing Date, GM shall deliver to the Buyer a certificate signed by an

authorized representative of GM setting forth GM's reasonable best estimate of

the Closing Date Debt (the "Estimated Closing Date Debt").

Section 3.2 Closing Payment.

On the terms and subject to the conditions set forth in this

Agreement, at the Closing, the Buyer shall pay to GM an aggregate amount (such

amount, the "Closing Payment") equal to (i) Five Billion Five Hundred

Seventy-Five Million Dollars ($5,575,000,000) less (ii) the Estimated Closing

Date Debt, in cash by wire transfer of immediately available funds to the

account or accounts designated in writing by GM. The sum of the Closing Payment

plus the aggregate amount of the Assumed Liabilities, as such sum may be

adjusted in accordance with SECTIONS 3.3 and 9.6, is referred to herein as the

"Purchase Price".

Section 3.3 Closing Date Net Working Capital.

(a) Within 30 days after the Closing Date, GM shall deliver to the

Buyer a preliminary statement (the "Preliminary Statement") of (i) the Closing

Date Debt and (ii) the Net Working Capital of the Business, determined as of the

close of business on the day immediately preceding the Closing Date and in

accordance with the Agreed Accounting Conventions and exclusive of the

Apportioned Obligations (the "Closing Date Net Working Capital"). Any items

comprising the Closing Date Debt or the Closing Date Net Working Capital that

are denominated in a currency other than Dollars shall be converted to Dollars

using an exchange rate equal to the average Dollar exchange rate for such

currency during the 15-Business Day period immediately preceding, and including,

the Closing Date, as reported by Bloomberg, L.P. on page FXC (or any

successor/substitute page thereto) at 9:00 a.m., New York City time on each

Business Day during such period. The Buyer and its Affiliates (including the

Transferred Subsidiaries) shall provide GM and its representatives with full

access at all reasonable times and on reasonable advance notice to such

personnel and books, records and other materials of the Business to the extent

they are reasonably necessary for the preparation of, or relate to the matters

covered by, the Preliminary Statement, Final Statement, Closing Date Debt and

Closing Date Net Working Capital.

(b) The Buyer shall have 30 days to review the Preliminary Statement

from the date of its receipt thereof (the "Review Period"). Upon commencement of

the Review Period, the Buyer shall be provided full access to the books, records

and work papers of the Sellers to the extent related to the preparation of, or

matters covered by, the Preliminary Statement, Final Statement, Closing Date

Debt or Closing Date Net Working Capital. The Review Period shall be extended by

one (1) Business Day (up to an aggregate maximum of 60 days) for each day that

GM fails to respond in full to any reasonable information request from the Buyer

concerning any of the matters covered by the Preliminary Statement, Final

Statement, Closing Date Debt or Closing Date Net Working Capital. If the Buyer

objects to any aspect of the Preliminary Statement, then the Buyer must deliver

a written notice of objection (the "Objection Notice") to GM on or prior to the

expiration of the Review Period; provided that the Buyer may so object to the

Preliminary Statement based only on the existence of mathematical errors therein

or on the failure of the Preliminary Statement to be prepared in accordance with

the Agreed Accounting Conventions and the definitions of the Closing Date Debt

or the Net Working Capital, as applicable, and the other requirements of this

SECTION 3.3. The Objection

<PAGE>

Notice shall specify in reasonable detail any adjustment to the Preliminary

Statement proposed by the Buyer and the basis therefor, including the specific

items proposed to be adjusted and the specific Dollar amount of each such

proposed adjustment and an explanation of how such proposed adjustment was

calculated. If the Buyer delivers an Objection Notice to GM prior to the

expiration of the Review Period in accordance with this SECTION 3.3(B), the

Buyer and GM shall, for a period of 15 days thereafter (the "Resolution

Period"), attempt in good faith to resolve the matters properly contained

therein, and any written resolution, signed by each of the Buyer and GM, as to

any such matter shall be final, binding, conclusive and non-appealable for all

purposes hereunder. Except to the extent properly challenged in an Objection

Notice as provided in this SECTION 3.3(B), or in the event the Buyer does not

deliver an Objection Notice to GM in accordance with this SECTION 3.3(B) prior

to the expiration of the Review Period, the Buyer shall be deemed to have agreed

to the Preliminary Statement in its entirety, which Preliminary Statement or

undisputed portions thereof (as the case may be) shall be final, binding,

conclusive and non-appealable for all purposes hereunder.

have not reached an agreement with respect to all disputed matters properly

contained in the Objection Notice, then within 10 days thereafter, the Buyer and

GM shall submit for resolution such matters remaining in dispute to Ernst &

Young LLP, or if such firm is unavailable or unwilling to so serve, to a

mutually acceptable nationally recognized independent accounting firm (the

"Neutral Auditor"). Each of GM and the Buyer agrees to execute, if requested by

the Neutral Auditor, an engagement letter reasonably satisfactory to such Party.

The Neutral Auditor shall act as an arbitrator to resolve (based solely on the

written submissions of the Buyer and GM and not by independent review) only

those matters properly included in the Objection Notice and still in dispute at

the end of the Resolution Period. In resolving such disputed matters, the

Neutral Auditor shall (i) limit its review to determining whether, considering

all such disputed matters (other than with respect to the Closing Date Debt)

together as a whole, the aggregate amount for such matters set forth in the

Preliminary Statement (the "GM Proposed Amount") or the aggregate amount for

such matters proposed by the Buyer in the Objection Notice (the "Buyer Proposed

Amount") was calculated more in accordance with the Agreed Accounting

Conventions, (ii) resolve all such disputed matters (other than with respect to

the Closing Date Debt) by choosing either the GM Proposed Amount or the Buyer

Proposed Amount, whichever was calculated more in accordance with the Agreed

Accounting Conventions with respect to such disputed matters, and (iii)

determine whether and to what extent (if any) the calculation of the Closing

Date Debt set forth in the Preliminary Statement requires adjustment. The Buyer

and GM shall direct the Neutral Auditor to render a resolution of all such

disputed matters, in accordance with the foregoing, within 30 days after its

engagement or such other period agreed upon by the Buyer and GM. The resolution

of the Neutral Auditor shall be set forth in a written statement delivered to

each of the Buyer and GM and shall be final, binding, conclusive and

non-appealable for all purposes hereunder. The Preliminary Statement, once

modified and/or agreed to in accordance with SECTION 3.3(B) or this SECTION

3.3(C), shall become the "Final Statement."

(d) All fees and expenses of the Neutral Auditor shall be borne

equally by GM and the Buyer, and each of them shall promptly advance to the

Neutral Auditor, upon its request, such Party's share of such fees and expenses.

Except as provided in the preceding sentence, all other costs and expenses

incurred by the Parties in connection with resolving any dispute hereunder

before the Neutral Auditor shall be borne by the Party incurring such cost and

expense.

<PAGE>

(e) If the Closing Date Net Working Capital as stated on the Final

Statement exceeds One Hundred Fifty-One Million Dollars ($151,000,000) (the

"Target Closing Date Net Working Capital"), then the Buyer shall pay to GM an

amount equal to such excess, by wire transfer of immediately available funds to

the account or accounts designated in writing by GM, within five Business Days

after the date on which the Preliminary Statement becomes the Final Statement.

If the Target Closing Date Net Working Capital exceeds the Closing Date Net

Working Capital as stated on the Final Statement, then GM shall pay to the Buyer

an amount equal to such excess, by wire transfer of immediately available funds

to the account designated in writing by the Buyer, within five Business Days

after the date on which the Preliminary Statement becomes the Final Statement.

If the Estimated Closing Date Debt exceeds the Closing Date Debt, as finally

determined pursuant to SECTION 3.3(C), then the Buyer shall pay to GM an amount

equal to such excess, by wire transfer of immediately available funds to the

account or accounts designated in writing by GM, within five Business Days after

the date on which the Preliminary Statement becomes the Final Statement. If the

Closing Date Debt, as finally determined pursuant to SECTION 3.3(C), exceeds the

Estimated Closing Date Debt, then GM shall pay to the Buyer an amount equal to

such excess, by wire transfer of immediately available funds to the account

designated in writing by the Buyer, within five Business Days after the date on

which the Preliminary Statement becomes the Final Statement. Any payment

pursuant to this SECTION 3.3(E) will be treated by the Parties as an adjustment

to the Purchase Price.

Section 3.4 Allocation of Purchase Price.

On or before ninety (90) days following the Closing Date, the Buyer

shall prepare and deliver to GM the allocation of the Purchase Price and other

consideration paid in exchange for the Purchased Assets, the Transferred Stock,

the non-competition agreement set forth in SECTION 7.9 and rights under the

Patent and Technology License Agreement prepared in accordance with Section 1060

of the Code and the rules and regulations promulgated thereunder (the

"Allocation"). GM shall have thirty (30) days after the delivery of the

Allocation to review and consent to the Allocation, which consent shall not be

unreasonably withheld, conditioned or delayed. GM and the Buyer each agree to

use such Allocation to prepare and file in a timely manner all appropriate Tax

filings including, if applicable, the preparation and filing of Form 8594 under

Section 1060 of the Code (or any successor form or successor provision of any

future Tax Law), with their respective Tax Returns for the taxable year that

includes the Closing Date and to take no position in any Tax Return that is

inconsistent with such Allocation; provided, however, that nothing contained

herein shall prevent GM and the Buyer from settling any proposed deficiency or

adjustment by any Governmental Entity based upon or arising out of the purchase

price allocation, and neither GM nor the Buyer shall be required to litigate

before any court, any proposed deficiency or adjustment by any taxing authority

challenging such allocation. GM shall provide the Buyer and the Buyer shall

provide GM with a copy of any information required to be furnished to the

Secretary of the Treasury under Section 1060 of the Code.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GM

Except as set forth in, and in all cases subject to, the Seller Disclosure

Schedules, GM represents and warrants to the Buyer as follows:

Section 4.1 Organization.

Each of the Sellers and the Transferred Subsidiaries is duly

organized, validly existing and in good standing under the Laws of the

jurisdiction of its organization. Each of the Sellers and the Transferred

Subsidiaries is duly qualified or licensed to do business as a foreign entity

and is in good standing in each jurisdiction in which the

<PAGE>

ownership or lease of the Business Assets or the conduct of the Business

requires such qualification or license, except where the failure to be so

qualified or be so licensed would not have a Material Adverse Effect. Each of

the Sellers and the Transferred Subsidiaries has all requisite corporate or

other organizational power and authority to carry on the Business as currently

conducted and to own, lease or use, as the case may be, its Business Assets (to

the extent used or currently expected to be used in the Business). GM has made

available to the Buyer true and complete copies of the currently effective

articles of incorporation and bylaws (and/or other governing and organizational

documents) of each Transferred Subsidiary.

Section 4.2 Authorization of Transaction.

GM has all requisite corporate power and authority to execute,

deliver, and perform this Agreement, and each of the Sellers will have as of the

Closing all requisite corporate or other organizational power and authority to

execute, deliver and perform the Ancillary Documents to which it is a party.

This Agreement has been duly authorized, executed and delivered by GM and

constitutes, and each Ancillary Document when executed and delivered by any

Seller or the Sellers, as the case may be, shall be duly authorized and shall

constitute, a valid and legally binding obligation of the respective Seller or

Sellers (assuming that this Agreement and such Ancillary Documents constitute

valid and legally binding obligations of the Buyer and its permitted assignees),

enforceable in accordance with its terms and conditions, except as

enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer and similar Laws of general

applicability relating to or affecting creditors' rights, or by general equity

principles, including principles of commercial reasonableness, good faith and

fair dealing.

Section 4.3 Noncontravention; Consents.

(a) Except with respect to required filings or other actions under any

applicable Antitrust Laws and the expiration of any applicable waiting or review

periods thereunder, the execution and delivery by GM of this Agreement, and by

the Sellers of the Ancillary Documents to which they are a party, and the

consummation by the Sellers of the transactions contemplated hereby and thereby,

do not: (i) violate, contravene or conflict with, in any material respect, or

result in a material breach of, any Law to which the Sellers, the Transferred

Subsidiaries, the Business or the Business Assets is subject; (ii) violate,

contravene or conflict with, or result in a breach of, any provision of the

certificates of incorporation, bylaws or other organizational documents of the

Sellers or the Transferred Subsidiaries; (iii) result in a material breach of,

constitute a material default under, create in any party the right to

accelerate, terminate, adversely modify or cancel, or result in the acceleration

of, any material obligation of the Sellers or the Transferred Subsidiaries under

any Material Contracts; or (iv) result in the creation or imposition of any

Lien, other than any Permitted Liens, upon the Business Assets.

(b) Except with respect to required filings or other actions under any

applicable Antitrust Laws and the expiration of any applicable waiting or review

periods thereunder, no material notices, Permits, consents, approvals,

authorizations, qualifications or orders of Governmental Entities are required

for the consummation by the Sellers of the transactions contemplated hereby or

by the Ancillary Documents to which they are parties.

Section 4.4 Business Financial Statements; Absence of Undisclosed

Liabilities.

(a) Set forth on Schedule 4.4(a) is a copy of (i) the audited combined

balance sheet for the Business as of the end of the fiscal year of each of 2005

and 2006, and audited combined statement of operations, combined statement of

cash flows and combined statement of

<PAGE>

equity for each of the fiscal years ended 2004, 2005 and 2006, and (ii) an

unaudited combined balance sheet of the Business as of March 31, 2007 (the

"Recent Balance Sheet"), and the related unaudited combined statement of

operations for the three-month period then ended (collectively, the foregoing,

the "Business Financial Statements"). The Business Financial Statements

(including the notes thereto) were prepared in accordance with GAAP applied

consistently with past practices and present fairly in all material respects the

financial condition and the results of operations and cash flows of the Business

as of the dates and for the periods indicated therein. The audited and unaudited

Business Financial Statements have been derived from the consolidated financial

statements and accounting records of GM using the historical results of

operations and the historical basis of assets and liabilities of the Business

and may not necessarily be indicative of the conditions that would have existed

or the results of operations if the Business had been operated as an

unaffiliated company. The Business Financial Statements include allocations of

certain expenses for services and other costs of GM attributable to the Business

that are considered to be reasonable. The unaudited Business Financial

Statements are subject to normal year-end adjustments (including Tax

adjustments) and do not include footnotes.

(b) The Business does not have any material liabilities or obligations

of any nature that would be Assumed Liabilities and would be required to be

disclosed, reflected or reserved on an audited balance sheet of the Business

prepared in accordance with GAAP applied consistently with past practices (or

disclosed in the notes thereto), whether known or unknown, fixed, absolute,

accrued, contingent or otherwise, other than liabilities and obligations (i)

that are disclosed, reflected or reserved against on the Recent Balance Sheet,

(ii) incurred in the ordinary course of business since the date of the Recent

Balance Sheet, (iii) expressly disclosed in or contemplated by this Agreement,

the Seller Disclosure Schedules or any Ancillary Document, or (iv) arising under

the Purchased Contracts.

(the "Pro Forma Financial Statements") reflect the pro forma adjustments to the

audited financial statements contained in the Business Financial Statements for

the items described in Schedule 4.4(c) (the "Pro Forma Adjustments") and not any

other adjustments. The Pro Forma Adjustments are in all material respects

accurately described in Schedule 4.4(c) and represent GM's best estimate of the

material adjustments that are required to be made to such audited financial

statements in order to present fairly in all material respects the financial

condition and the results of operations and cash flows of the Business.

Section 4.5 Capitalization.

At Closing, the Transferred Stock collectively will constitute all of

the issued and outstanding capital stock or other equity interests of the

Transferred Subsidiaries. Schedule 1.1C sets forth, for each Transferred

Subsidiary, (i) all of the authorized capital stock or other equity interests of

such Transferred Subsidiary, (ii) all issued and outstanding shares of such

capital stock or such other equity interests and (iii) all holders of all such

shares of capital stock or such other equity interests. All of the Transferred

Stock is duly authorized, validly issued, fully paid and non-assessable. None of

the Transferred Stock has been issued in violation of any securities laws,

preemptive rights or rights of first refusal or first offer. There are (x) no

outstanding securities convertible into or exchangeable for shares of

Transferred Stock, (y) no outstanding options, rights or warrants to purchase or

subscribe for any such shares and (z) no voting trust, proxy or other agreement

or understanding with respect to the voting of Transferred Stock.

<PAGE>

Section 4.6 Title to Transferred Stock.

Each of the Sellers identified on Schedule 1.1C is the record and

beneficial owner of, and has good and valid title to, the shares of the

Transferred Stock set forth on Schedule 1.1C, free and clear of any and all

Liens other than Permitted Liens, and there are no limitations or restrictions

on such Seller's right to transfer such shares to the Buyer pursuant to this

Agreement, other than those that may be imposed by applicable securities Laws.

Assuming the Buyer has requisite power and authority to be the lawful owner of

the Transferred Stock, upon delivery of the Transferred Stock to the Buyer at

Closing, good and valid title to the Transferred Stock (free and clear of all

Liens) will pass to the Buyer.

Section 4.7 Absence of Certain Changes.

Since December 31, 2006, (a) there has not occurred any Material

Adverse Effect, (b) except as expressly required or contemplated by this

Agreement or any Ancillary Documents, the Sellers and the Transferred

Subsidiaries have conducted the operations of the Business in the ordinary

course of business consistent with past practices in all material respects and

Sellers has taken or agreed to take any action that would be prohibited by

SECTION 6.3 if taken after the date hereof.

Section 4.8 Title and Sufficiency of Assets.

As of the Closing, the Sellers and the Transferred Subsidiaries will

have good title to, a valid license to or leasehold interest in, or other legal

rights to possess and use all of the material personal property contained in the

Business Assets, free and clear of all Liens, except for Permitted Liens. The

Business Assets and Transferred Stock, together with the rights granted to the

Buyer under the Ancillary Documents, constitute all of the material assets,

rights and properties necessary to conduct the Business in substantially the

same manner as presently conducted by the Sellers and the Transferred

Subsidiaries as of the date hereof; provided that this SECTION 4.8 does not

apply to, and GM does not make any representation or warranty in this SECTION

4.8 with respect to, any Intellectual Property or Software.

Section 4.9 Contracts.

(a) Schedule 4.9 lists all Contracts contained in the Business Assets,

in each case as of the date of this Agreement, (i) the performance of which is

reasonably expected to involve payment or receipt by the Business of aggregate

consideration in excess of $50,000,000 in the 12-month period immediately

following the date hereof, (ii) pursuant to which the Business is committed to

make a capital expenditure or to purchase a capital asset in excess of

$5,000,000 that is not contemplated by the fiscal year 2007 capital expenditure

budget for the Business, (iii) between the Business or a Transferred Subsidiary,

on the one hand, and a Seller or an Affiliate of another Seller, on the other

hand, (iv) that contain a non-compete provision or similar covenant restricting

the Business or any Transferred Subsidiary from competing with another Person or

engaging in any line of business or (v) of the type described in the enumerated

list below in this SECTION 4.9(A) (collectively, the "Material Contracts"). The

Sellers have made available to the Buyer a correct and complete copy of each

Material Contract. Schedule 4.9 lists the following Contracts to which any

Transferred Subsidiary is a party or that is, as of the date hereof, contained

in the Business Assets:

(i) any Contract relating to Indebtedness of any Transferred

Subsidiary or any guarantee by any Transferred Subsidiary or, with respect

to the Business, any Seller of any Indebtedness of any other Person;

<PAGE>

(ii) any joint development or collaboration agreement and any

other Contract pursuant to which the Business licenses (as licensee or

licensor) any material Intellectual Property or Software;

(iii) any joint venture contract, partnership agreement, limited

liability company agreement or other similar Contract;

(iv) any Contract relating to the purchase or sale of any

business, business unit, division, facility or subsidiary of any Person or

any equity interest of, or all or any substantial portion of, the assets

of, any business, corporation or other Person (whether by merger, sale of

stock, sale of assets or otherwise) in each case either (i) for

consideration in excess of $10,000,000 or (ii) under which any Transferred

Subsidiary has any obligation or liability (contingent or otherwise) after

the date of this Agreement that is reasonably expected to exceed

$10,000,000;

(v) any Contract with "take or pay" provisions, or "requirements"

provisions obligating a Person to provide the quantity of goods or services

required by another Person;

(vi) any collective bargaining agreement; and

(vii) any lease of real property providing for annual rents in

excess of $2,000,000.

(b) Each Material Contract is a valid, binding and enforceable

obligation of the applicable Seller (or a Transferred Subsidiary) party thereto

and, to the Seller's Knowledge, of the other party or parties thereto, except as

enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer and similar Laws of general

applicability relating to or affecting creditors' rights, or by general equity

principles, including principles of commercial reasonableness, good faith and

fair dealing and to the Seller's Knowledge, each Material Contract is in full

force and effect.

Seller's Knowledge, any other party thereto is in material breach of or material

default under any term of any Material Contract or has repudiated any material

term of any Material Contract.

(d) None of the Sellers or the Transferred Subsidiaries has received

any written or, to the Seller's Knowledge, oral notice of termination,

cancellation or non-renewal with respect to any Material Contract.

(e) Except as specifically set forth on Schedule 6.2(a), no consent,

approval or authorization of any party to any Material Contract is required for

the consummation by the Sellers of the transactions contemplated hereby or by

the Ancillary Documents to which they are parties.

Section 4.10 Real Property.

(a) With respect to the Sellers:

(i) As of Closing, (A) the Sellers own good and valid fee simple

title to the Owned Real Property, free and clear of any Lien, except for

Permitted Liens; (B)

<PAGE>

no third party has any option or right of first refusal to acquire the

Owned Real Property; and (C) there are no Persons (other than the Sellers

or their Affiliates) in possession of the Owned Real Property.

(ii) As to each respective lease underlying the Leased Real

Property: (A) such lease is in full force and effect and constitutes the

entire agreement to which the applicable Seller is a party with respect to

the Leased Real Property leased thereunder; (B) the Seller that is a party

to such lease has not assigned, sublet, transferred or conveyed any

interest in the leasehold; and (C) the Seller that is a party to such lease

is not in receipt of any written or, to the Seller's Knowledge, oral notice

of default with respect to such lease.

(iii) To the Seller's Knowledge, no parcel of Owned Real Property

or Leased Real Property is subject to any pending or threatened

condemnation Action.

(b) With respect to the Transferred Subsidiaries:

(i) The Transferred Subsidiaries do not own any real property.

(ii) As to each respective lease underlying the Transferred Sub

Real Property: (A) such lease is in full force and effect and constitutes

the entire agreement to which the applicable Transferred Subsidiary is a

party with respect to the Transferred Sub Real Property leased thereunder;

(B) the Transferred Subsidiary that is a party to such lease has not

assigned, sublet, transferred or conveyed any interest in the leasehold;

and (C) the Transferred Subsidiary that is a party to such lease is not in

receipt of any written or, to the Seller's Knowledge, oral notice of

default with respect to such lease.

(iii) To the Seller's Knowledge, no parcel of Transferred Sub

Real Property is subject to any pending or threatened condemnation Action.

Section 4.11 Permits.

The Sellers and the Transferred Subsidiaries hold, and have during the

past three (3) years complied in all material respects with, all material

Permits that are required by any Governmental Entity to conduct the Business as

presently conducted or to own or use the Business Assets. Each such Permit is

valid, binding and in full force and effect and no holder thereof is in default

(or with giving of notice or lapse of time or both, would be in default) under

such Permit in any material respect and no proceeding is pending or, to the

Seller's Knowledge, threatened, to revoke, suspend, withdraw, terminate or limit

such Permit.

Section 4.12 Intellectual Property.

(a) Schedule 4.12(a) identifies (i) each registered Mark and

application to register the same that is owned by any of the Transferred

Subsidiaries or the Sellers and used exclusively in connection with the Business

and (ii) each registered Copyright and application to register the same that is

owned by any of the Transferred Subsidiaries or the Sellers and used primarily

in connection with the Business and in each case, the respective application or

registration numbers and dates thereof. With respect to each item of registered

Intellectual Property that is listed on Schedule 2.2(a)(ix), and each item of

registered Intellectual Property contained in the Licensed Intellectual

Property, (i) to the Seller's Knowledge, all necessary registration, maintenance

and other filing fees through the date hereof have been timely paid and all

necessary documents have been timely filed with the relevant Governmental

Entities, (ii) to

<PAGE>

the Seller's Knowledge, there are no actions to be taken by any Seller or any

Transferred Subsidiary within 120 days of the date hereof that if not taken

would have a material impact on the Buyer's right to use such item and (iii) one

or more of the Transferred Subsidiaries or the Sellers has good title to each

such item of registered Intellectual Property listed on Schedule 2.2(a)(ix),

free and clear of any Liens other than Permitted Liens.

(b) The Business Assets, the Licensed Intellectual Property and the

Licensed Software contain all of the Intellectual Property and Software owned by

or, to the Seller's Knowledge, validly licensed by, the Sellers and/or

Transferred Subsidiaries that is necessary to conduct the Business in

substantially the same manner as presently conducted by the Sellers and the

Transferred Subsidiaries as of the date hereof.

is presently conducted by the Sellers and the Transferred Subsidiaries does not

infringe or misappropriate any Intellectual Property of third parties or any

rights of third parties in Software, (ii) the Transferred Subsidiaries and, with

respect to the Business, the Sellers have not infringed or misappropriated any

Intellectual Property of third parties or any rights of third parties in

Software, and (iii) the Sellers and the Transferred Subsidiaries have not

received, within the past three (3) years, an

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