STOCK PURCHASE AGREEMENT

Exhibit 10.24

STOCK PURCHASE AGREEMENT

BY AND AMONG

BREMBO NORTH AMERICA, INC.

and

Dated as of

NOVEMBER 9, 2007

Table of Contents

				Page
ARTICLE I DEFINITIONS AND TERMS					1
1.1		Certain Definitions			1
1.2		Other Terms			8
1.3		Other Definitional Provisions			8
ARTICLE II PURCHASE AND SALE OF SHARES					9
2.1		Purchase and Sale of the Shares			9
2.2		Conveyance			9
2.3		Consideration			9
ARTICLE III CLOSING					10
3.1		Closing			10
3.2		Deliveries by Seller and the Companies			10
3.3		Deliveries by Purchaser			11
3.4		Simultaneous Transactions			11
3.5		Purchase Price Adjustment			11
3.6		Allocation of Purchase Price			14
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER					14
4.1		Organization and Qualification			14
4.2		Authority; Binding Effect			14
4.3		Title to Shares			15
4.4		Consents and Approvals; No Violation			15
4.5		Absence of Litigation			15
ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE COMPANIES					15
5.1		Organization and Qualification			15
5.2		Financial Statements; Receivables; Inventories			16
5.3		Absence of Certain Changes or Events and Undisclosed Liabilities			16
5.4		Ownership of Stock; Capitalization			17
5.5		Consents and Approvals; No Violation			18
5.6		Absence of Litigation			18
5.7		Related Party Agreements			18
5.8		Permits; Compliance with Laws			18
5.9		Employee Benefit Plans; ERISA			19
5.10		Material Contracts			21
5.11		Personal Property			22
5.12		Environmental Matters			22
5.13		Real Property			23
5.14		Labor Matters			23
5.15		Insurance			25
5.16		Intellectual Property			25

Table of Contents

				Page
5.17		Taxes			26
5.18		Products Liability			28
5.19		Brokers			29
5.20		Foreign Corrupt Practices Act			29
5.21		Sufficiency of Assets and Intercompany Services			29
5.22		Disclaimer of Warranties			29
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER					29
6.1		Organization			29
6.2		Authority; Binding Effect			30
6.3		No Violation; Consents and Approvals			30
6.4		Acquisition of Shares for Investment			30
6.5		Absence of Litigation			31
6.6		Financing			31
6.7		Brokers			31
6.8		Investigation			31
ARTICLE VII COVENANTS					32
7.1		Commercially Reasonable Efforts
7.2		Further Assurances			32
7.3		Access to Information; Confidentiality			32
7.4		Inter-Company Obligations; Affiliate Agreements			32
7.5		Access to Books and Records Following the Closing			32
7.6		Covenant Not To Compete			32
7.7		Transition Services Agreement			33
7.8		Patent Assignment and License Agreement			34
7.9		Use of Names			34
7.10		Employees; Employee Benefits
7.11		Assignment and Assumption of Contracts			34
7.12		Title Insurance			36
7.13		Tax Matters			36
7.14		Trade and Accounts Receivables			36
ARTICLE VIII INDEMNIFICATION OBLIGATIONS; SURVIVAL					39
8.1		Agreements to Indemnify			39
8.2		Limitation of Liability			40
8.3		Conditions of Indemnification			42
8.4		Survival of Representations			44
ARTICLE IX MISCELLANEOUS					44
9.1		Notices			44
9.2		Amendment; Waiver			45
9.3		Assignment			45
9.4		Entire Agreement			45

Table of Contents

				Page
9.5		Fulfillment of Obligations			45
9.6		Parties in Interest			45
9.7		Expenses			46
9.8		Brokers			46
9.9		Governing Law; Jurisdiction			46
9.10		Counterparts			46
9.11		Headings			46
9.12		Further Assurances			46
9.13		Specific Performance			46
9.14		Knowledge			46
9.15		Severability			47
9.16		No Strict Construction			47

LIST OF EXHIBITS AND SCHEDULES

EXHIBITS
Exhibit A		Accounting Principles
Exhibit B		Resolution of Stockholders of the Companies re Officers and Directors
Exhibit C		Financial Statements
Exhibit D		Form of Transition Services Agreement
Exhibit E		Form of Patent Assignment and License Agreement
Exhibit F		Form of Owner’s Affidavit
SCHEDULES
3.6		Allocation of Purchase Price
4.5		Absence of Litigation — Seller
5.2(a)		Financial Statements and Inventories: Exceptions to Accounting Principles
5.2(b)		Financial Statements and Inventories: Receivables
5.3(a)		Absence of Certain Changes or Events
5.4(d)		Directors and Officers of Companies
5.5(a)		Consents and Approvals; No Violation: Consents
5.5(b)		Consents and Approvals; No Violation: Conflicts
5.6		Absence of Litigation: Companies
5.7		Related Party Agreements
5.9(a)		Employee Benefit Plans; ERISA: List of U.S. Plans
5.9(c)		Employee Benefit Plans; ERISA: Title IV Liability
5.9(h)		Employee Benefit Plans; ERISA: Medical Plans
5.9(i)		Employee Benefit Plans; ERISA: Severance; Vesting
5.9(l)		Employee Benefit Plans: List of Mexican Plans
5.10(a)		Material Contracts — List
5.10(b)		Material Contracts — Default
5.11		Personal Property
5.12(a)		Environmental Matters: Compliance and Permits
5.12(b)		Environmental Matters: Claims and Releases
5.12(c)		Environmental Matters: Hazardous Materials
5.13(a)		Real Property: Owned Realty and Leased Realty
5.13(b)		Real Property: Liens
5.13(c)		Real Property: Leases
5.14(a)		Labor Matters
5.15		Insurance
5.16		Intellectual Property
5.17		Taxes
5.18		Products Liability
5.19		Brokers
6.3(b)		Consents; No Violation — Purchaser
7.6(d)		Affiliate Employees
7.11		Assumed Contracts
7.8		Assigned Intellectual Property
7.10		Continuing Employees

     STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of November 9, 2007, by and among BREMBO NORTH AMERICA, INC., a Delaware corporation (“ Purchaser ”), and HLI BRAKES HOLDING COMPANY, INC., a Delaware corporation (“ HLI Brakes ” or “ Seller ”).

WITNESSETH:

     WHEREAS, HLI Brakes is the direct record and beneficial owner of all of the issued and outstanding shares of capital stock of Hayes Lemmerz International — Homer, Inc., a Delaware corporation (“ HLI Homer ”) and 99,999 of the issued and outstanding shares of capital stock of Hayes Lemmerz International — Frenos, S.A. de C.V., a Mexican corporation (“ HLI Frenos ”) (such shares referred to, respectively, as the “ Brakes Homer Shares ” and the “ Brakes Frenos Shares ”);

     WHEREAS, HLI Homer is the direct record and beneficial owner of one issued and outstanding share of capital stock of HLI Frenos (the “ Homer Frenos Share ” and together with the Brakes Homer Shares and the Brakes Frenos Shares, the “ Shares ”);

     WHEREAS, the Companies (defined below) are engaged in the business of manufacturing and selling precision machined rotors and drums used in foundation braking systems for the automotive industry in the North American market (the “ Business” ) and, in connection therewith, own and operate that certain manufacturing facility located in Homer, Michigan (the “ Homer Plant ”) and lease and operate that certain manufacturing facility located in Monterrey, Nuevo Leon, Mexico (the “ Frenos Plant ” and together with the Homer Plant, the “ Plants ”);

     WHEREAS, Purchaser desires to acquire from Seller, and Seller desires to sell to Purchaser the Shares (the “ Stock Purchase ”), all upon the terms and subject to the conditions contained herein; and

     WHEREAS, the respective Boards of Directors of Seller and Purchaser have approved this Agreement and the transactions contemplated hereby.

     NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and subject to and on the terms and conditions herein set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND TERMS

     1.1 Certain Definitions . As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

     “ Accounting Firm ” shall have the meaning set forth in Section 3.5(b) hereof.

     “ Accounting Principles ” shall mean the methodologies, practices, accounting applications and assumptions of the Companies set forth on Exhibit A hereto.

     “ Affiliate ” shall mean, as to any Person (as hereinafter defined), any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. The term “ control ” (including, with correlative meanings, the terms “ controlled by ” and “ under common control with ”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.

     “ Affiliate Agreements ” shall have the meaning set forth in Section 7.4 hereof.

     “ Agreement ” shall mean this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

     “ Allocation Schedule ” shall have the meaning set forth in Section 7.13(g) .

     “ Assumed Contracts ” shall have the meaning set forth in Section 7.11 hereof.

     “ Balance Sheets ” shall have the meaning set forth in Section 5.2(a) hereof.

     “ Brakes Frenos Shares ” shall have the meaning set forth in the recitals hereto.

     “ Brakes Homer Shares ” shall have the meaning set forth in the recitals hereto.

     “ Business ” shall have the meaning set forth in the recitals hereto.

     “ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banks in the City of New York are authorized or obligated by law or executive order to close.

     “ Closing ” shall have the meaning set forth in Section 3.1 hereof.

     “ Closing Date ” shall have the meaning set forth in Section 3.1 hereof.

     “ Closing Working Capital ” shall have the meaning set forth in Section 3.5(a) hereof.

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

     “ Companies ” shall mean and include each of HLI Homer and HLI Frenos.

     “ Competition Laws ” shall mean foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other foreign laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade, including the Ley Federal de Competencia and any such applicable Laws of Mexico.

     “ Confidentiality Agreement ” shall mean the Confidentiality Agreement, dated August 22, 2007, between Purchaser and Seller.

     “ Consents ” shall have the meaning set forth in Section 4.4(a) hereof.

     “ Continuing Employees ” shall have the meaning set forth in Section 7.10 hereof.

     “ Contracts ” shall have the meaning set forth in Section 5.10(a) hereof.

     “ Credit Agreement ” shall mean the Second Amended and Restated Credit Agreement, dated as of May 30, 2007, by and among HLI Operating Company, Inc., Hayes Lemmerz Finance LLC — Luxembourg S.C.A., Hayes Lemmerz International, Inc., the Lenders and Issuers party thereto, Citicorp North America, Inc., as administrative agent, Deutsche Bank Securities Inc., as syndication agent, and Citicorp North America, Inc., as documentation agent, including any related mortgages, deeds of trust, guaranties, pledge and security agreements, or other documents executed in connection therewith, all as amended through the date hereof.

     “ Damages ” shall have the meaning set forth in Section 8.1(a) hereof.

     “ Environmental Claim ” means any claim, action, cause of action, investigation or written notice by any person or entity alleging potential liability arising out of, based on or resulting from (a) the presence or Release of any Hazardous Materials at any location owned or operated by any of the Companies and at any other location at which the Companies have disposed or arranged for the disposal of any Hazardous Materials, or (b) circumstances forming the basis of any violation of any Environmental Law.

     “ Environmental Laws ” shall mean all United States (in the case of HLI Homer or HLI Brakes) or Mexican (in the case of HLI Frenos) federal, state and local laws and regulations relating to pollution or protection of human health or the environment, including laws relating to Releases or threatened Releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials and all United States (in the case of HLI Homer or HLI Brakes) or Mexican (in the case of HLI Frenos) federal, state and local laws and regulations with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials.

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

     “ ERISA Affiliate ” shall mean each trade or business (whether or not incorporated) that together with one or more of the Companies would be deemed to be a “single employer” within the meaning of Section 4001(b) of ERISA.

     “ ERISA Plans ” shall have the meaning set forth in Section 5.9(a) hereof.

     “ Estimated Closing Working Capital ” equals $7,763,403 which is Seller’s good faith calculation of Working Capital as of the Closing Date as set forth in the Seller’s Estimated Closing Schedule.

     “ Excepted Purchaser Claims ” shall have the meaning set forth in Section 8.2(g)(ii) hereof.

     “ Excepted Seller Claims ” shall have the meaning set forth in Section 8.2(b) hereof.

     “ Final Closing Working Capital ” shall have the meaning set forth in Section 3.5(c) hereof.

     “ Final Purchase Price ” shall have the meaning set forth in Section 2.3(a) hereof.

     “ Financial Statements ” shall have the meaning set forth in Section 5.2(a) hereof.

     “ Forms ” shall have the meaning set forth in Section 7.13(g) .

     “ Frenos Plant ” shall have the meaning set forth in the recitals hereto.

     “ GAAP ” shall mean generally accepted accounting principles and practices in effect from time to time in the United States as consistently applied.

     “ Governmental Authority ” shall have the meaning set forth in Section 4.4(a) hereof.

     “ Guarantors ” shall mean Hayes and Brembo S.p.A., an Italian corporation organized in the form of “ Società per Azioni ” and the indirect sole shareholder of the Purchaser.

     “ Hayes ” shall mean Hayes Lemmerz International, Inc., a Delaware corporation and the indirect sole shareholder of the Seller.

     “ Hazardous Materials ” shall mean all substances defined as Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances Pollution Contingency Plan 40 C.F.R. 300.5, and any other hazardous or toxic substances, wastes or pollutants subject to regulation under Environmental Laws.

     “ HLI Brakes ” shall have the meaning set forth in the recitals hereto.

     “ HLI Consolidated Group ” shall have the meaning set forth in Section 5.17 .

     “ HLI Homer ” shall have the meaning set forth in the recitals hereto.

     “ HLI Frenos ” shall have the meaning set forth in the recitals hereto.

     “ Homer Frenos Share ” shall have the meaning set forth in the recitals hereto.

     “ Homer Plant ” shall have the meaning set forth in the recitals hereto.

     “ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “ Indebtedness ” of any Person at any date shall include (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person that is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien (as hereinafter defined) on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof and (e) all direct or indirect guarantees of any of the foregoing for the benefit of another Person.

     “ Indenture ” shall mean the Indenture dated as of May 30, 2007 with respect to the 8.25% Senior Notes Due 2015 issued by Hayes Lemmerz Finance LLC — Luxembourg S.C.A., as amended or supplemented from time to time.

     “ Initial Purchase Price ” shall have the meaning set forth in Section 2.3(a) hereof.

     “ Intellectual Property ” shall have the meaning set forth in Section 5.16 hereof.

     “ Inventory ” shall mean raw materials, work in progress and finished goods, net of applicable reserves, and shall expressly exclude factory supplies, net of reserves as determined in accordance with the Accounting Principles.

     “ IRS ” shall mean the Internal Revenue Service of the Department of Treasury of the United States.

     “ Knowledge of Purchaser ” shall have the meaning set forth in Section 9.14 hereof.

     “ Knowledge of Seller ” shall have the meaning set forth in Section 9.14 hereof.

     “ Labor Laws ” shall have the meaning set forth in Section 9.14 hereof.

     “ Laws ” shall mean any United States (in the case of HLI Homer or HLI Brakes) or Mexican (in the case of HLI Frenos) federal, state or local law, statute, ordinance, rule, regulation, order, judgment or decree, administrative order or decree, administrative or judicial decision, and any other executive or legislative proclamation.

     “ Leased Realty ” shall have the meaning set forth in Section 5.13(a) hereof.

     “ Leases ” shall have the meaning set forth in Section 5.13(c) hereof.

     “ Liens ” shall mean any lien, security interest, mortgage, pledge, charge or similar encumbrance.

     “ Litigation ” shall have the meaning set forth in Section 5.6 hereof.

     “ Material Adverse Effect ” shall mean a material adverse effect on the business, results of operations or financial condition of the Companies, taken as a whole, except any such effect resulting primarily from (a) this Agreement, the transactions contemplated by this Agreement or

the announcement thereof, (b) Purchaser’s announcement or other disclosure of its plans or intentions with respect to the conduct of the Business (or any portion thereof) of the Companies or (c) changes or conditions (including changes in economic, financial market, regulatory or political conditions, whether resulting from acts of terrorism or war or otherwise) affecting the United States and/or Mexican economies or the industry in which the Companies operate generally, to the extent such changes or conditions do not disproportionately affect the Companies.

     “ Material Contracts ” shall have the meaning set forth in Section 5.10(b) hereof.

     “ Mexican Plans ” shall have the meaning set forth in Section 5.9 hereof.

     “ Owned Realty ” shall have the meaning set forth in Section 5.13(a) hereof.

     “ Owner’s Affidavit ” shall mean the owner’s affidavit in the form attached hereto as Exhibit F relative to the removal of the standard title exceptions from the Purchaser’s real estate title insurance policy for the Owned Realty.

     “ Patent Assignment and License Agreement ” shall have the meaning set forth in Section 7.8 hereof.

     “ Permits ” shall have the meaning set forth in Section 5.8 hereof.

     “ Permitted Liens ” means (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business with respect to liabilities that are not yet due or delinquent, (ii) purchase money or similar liens granted to the Companies’ suppliers to secure trade credit extended to the Companies in the ordinary course of business; (iii) Liens for Taxes (as hereinafter defined), assessments and other governmental charges which are not delinquent or which may hereafter be paid without penalty or which are being contested in good faith (and disclosed in Schedule 5.17 ) by appropriate proceedings (for which reserves have been made in the Financial Statements), (iv) other imperfections of title or encumbrances, if any, which imperfections of title or other encumbrances, individually or in the aggregate, would not materially detract from the value of the property or asset to which it relates or materially impair the ability of the Companies to use the property or asset to which it relates in substantially the same manner as it was used prior to the Closing Date, (v) liens created by Purchaser in connection with the financing of the acquisition of the Owned Realty, (vi) statutory liens and similar encumbrances in favor of landlords, (vii) all matters disclosed in title policies, commitments, binders, reports, abstracts, certificates or other title-related materials furnished or made available to Purchaser; and (viii) all Liens disclosed on Schedules 5.13(b) and 5.13(c) , other than those indicated thereon to be released or terminated on the Closing Date.

     “ Person ” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or other entity or organization.

     “ Plans ” shall have the meaning set forth in Section 5.9 hereof.

     “ Plan-to-Plan Transfer ” shall have the meaning set forth in Section 7.10 hereof.

     “ Plants ” shall have the meaning set forth in the recitals hereto.

     “ Pre-Closing Tax Period ” shall have the meaning set forth in Section 7.13 hereof.

     “ Purchase Price Adjustment ” shall have the meaning set forth in Section 3.5(a) hereof.

     “ Purchaser ” shall have the meaning set forth in the preamble hereto.

     “ Purchaser Claims ” shall have the meaning set forth in Section 8.1(b) hereof.

     “ Purchaser Group ” shall have the meaning set forth in Section 8.1(a) hereof.

     “ Purchaser Plans ” shall have the meaning set forth in Section hereof.

     “ Purchaser’s Closing Schedule ” shall have the meaning set forth in Section 3.5(a) hereof.

     “ Purchaser’s Savings Plan ” shall have the meaning set forth in Section 7.10 hereof.

     “ Related Party Agreements ” shall have the meaning set forth in Section 5.7 hereof.

     “ Release ” shall mean any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata), including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or property.

     “ Schedule ” shall mean any of the disclosure schedules being delivered by Seller concurrently with the execution of this Agreement.

     “ Section 338(h)(10) Allocation Documents ” shall have the meaning set forth in Section 7.13 .

     “ Section 338(h)(10) Election ” shall have the meaning set forth in Section 7.137.13(g) .

     “ Section 338(h)(10) Filing Date ” shall have the meaning set forth in Section 7.13 .

     “ Securities Act ” shall mean the Securities Act of 1933, as amended.

     “ Seller ” shall have the meaning set forth in the recitals hereto.

     “ Seller Claims ” shall have the meaning set forth in Section 8.1(a) hereof.

     “ Seller’s Dispute Notice ” shall have the meaning set forth in Section 3.5(a) hereof.

     “ Seller’s Estimated Closing Schedule ” shall have the meaning set forth in Section 2.3(b) hereof.

     “ Seller’s Savings Plan ” shall have the meaning set forth in Section 1.1(d) hereof.

     “ Shares ” shall have the meaning set forth in the recitals hereto.

     “ Stock Purchase ” shall have the meaning set forth in the recitals hereto.

     “ Straddle Period ” shall have the meaning set forth in Section 7.13 hereof.

     “ Taxes ” shall mean all taxes, including (without limitation) income, gross receipts, Michigan single business tax, excise, property, sales, gain, use, license, capital stock, transfer, franchise, payroll, withholding, social security or value-added taxes, including any interest, penalties or additions attributable thereto, imposed by any United States (in the case of HLI Homer or HLI Brakes) or Mexican (in the case of HLI Frenos) federal, state or local Governmental Authority.

     “ Tax Law ” shall mean any Law relating to Taxes.

     “ Tax Return ” shall mean any return, report, information return or other document (including any related or supporting information) with respect to Taxes.

     “ Threshold Indemnification Amount ” shall have the meaning set forth in Section 8.2(b) hereof.

     “ Transition Services Agreement ” shall have the meaning set forth in Section 7.7 hereof.

     “ U.S. ” shall mean United States.

     “ U.S. Plans ” shall have the meaning set forth in Section 5.9 hereof.

     “ WARN Act ” shall have the meaning set forth in Section 5.14 hereof.

     “ Working Capital ” shall mean, as of any date of determination, trade accounts receivable and inventory, less allowance for bad debt minus accounts payable. Working Capital explicitly excludes cash and cash equivalents. In calculating Working Capital, all reserves and other accounts shall be calculated in accordance with the Accounting Principles and as used in determining the Base Amount.

     1.2 Other Terms . Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

     1.3 Other Definitional Provisions .

          (a) The words “ hereof ”, “ herein ”, “ hereto ”, “ hereunder ” and “ hereinafter ” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

          (c) The term “ dollars ” and character “ $ ” shall mean United States dollars.

          (d) The word “ including ” shall mean including, without limitation, and the words “include” and “includes” shall have corresponding meanings.

ARTICLE II

PURCHASE AND SALE OF SHARES

     2.1 Purchase and Sale of the Shares . Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all right, title and interest in and to the Shares, free and clear of any and all Liens.

     2.2 Conveyance . Such sale, conveyance, assignment, transfer and delivery shall be effected by delivery by Seller to Purchaser or, at Purchaser’s request, to any other designee of Purchaser, of stock certificates representing the Shares, duly endorsed or accompanied by stock powers duly executed in blank with appropriate transfer stamps, if any, affixed, and/or any other documents that are necessary to transfer title to the Shares to Purchaser (or to any designee of Purchaser), free and clear of any and all Liens, and a copy certified by the secretary of the board of HLI Frenos of the notation in the shareholders registry of HLI Frenos of the transfer of the Brakes Frenos Shares to the Purchaser.

     2.3 Consideration .

          (a) Upon the terms and subject to the conditions of this Agreement, in consideration of such sale, conveyance, assignment, transfer and delivery of the Shares by Seller, Purchaser shall:

               (i) pay or cause to be paid to Seller, an aggregate amount in cash equal to the following (the “ Initial Purchase Price ”):

                    A. $58,200,000.00; and

                    B. plus, $533,008, being the amount of cash and cash equivalents held by the Companies at the Closing.

               (ii) assume, and agree to pay, perform and discharge when due, all of the Companies’ obligations arising under the Assumed Contracts on or after the Closing Date.

The Initial Purchase Price shall be adjusted pursuant to Section 3.5 hereof which, as finally adjusted, is referred to as the “ Final Purchase Price ”.

          (b) For purposes of calculating the Initial Purchase Price payable by Purchaser pursuant to Section 2.3(a) , Seller has, prior to the Closing Date, prepared in good faith and delivered to Purchaser an estimated closing schedule prepared in accordance with the Accounting Principles setting forth in reasonable detail Seller’s good faith calculation of the Estimated Closing Working Capital (the “ Seller’s Estimated Closing Schedule ”), along with a

copy of the computations and work papers used in connection with the preparation of Seller’s Estimated Closing Schedule.

ARTICLE III

CLOSING

     3.1 Closing . The closing of the Stock Purchase (the “ Closing ”) shall take place simultaneously with the execution and delivery of this Agreement by Purchaser, Seller and the Guarantors at the offices of Seller, 15300 Centennial Drive, Northville, Michigan, or at such other time and place or in such other manner as the parties hereto may mutually agree. The Closing shall be effective as of 12:01 a.m. (Eastern Standard Time) on November 9, 2007 and such date is referred to herein as the “ Closing Date .”

     3.2 Deliveries by Seller and the Companies . At the Closing, Seller and the Companies, as applicable, shall deliver or cause to be delivered to Purchaser (unless delivered previously) the following:

          (a) certificates representing the Shares duly endorsed or accompanied by stock powers duly executed in blank with appropriate transfer stamps, if any, affixed, and together with a copy of the notation in the shareholders registry of HLI Frenos of the transfer of the HLI Frenos Shares to the Purchaser certified by the secretary of the board of HLI Frenos;

          (b) a resolution, substantially in the form attached hereto as Exhibit B , duly adopted by the board of directors and stockholder of each Company pursuant to which each Company accepts the resignations of its officers and directors listed on Schedule 5.4(d) and each of the officers and directors of such Company appointed by Seller are released from any and all liabilities which they may have incurred as a result of their service to such Company, other than those resulting from gross negligence or willful misconduct;

          (c) the Transition Services Agreement, duly executed by Seller and/or one or more of its Affiliates;

          (d) the Patent Assignment and License Agreement, duly executed by Seller and/or one or more of its Affiliates;

          (e) an Assignment and Assumption Agreement with respect to the Material Contracts set forth in Schedule 7.11 , duly executed by Seller and/or one or more of its Affiliates;

          (f) a release from Seller and the officers and directors of the Companies, in form and substance reasonably satisfactory to Seller and Purchaser, releasing the Companies and their Affiliates from any claim arising on or prior to the Closing Date;

          (g) copies of the written resignations (effective as of the Closing) of the officers and members of the Board of Directors of the Companies set forth on Schedule 5.4(d) ;

          (h) copies of payoff letters agreeing to release and/or releases releasing the Companies from any obligations under any guarantees made on behalf of Seller;

          (i) evidence in form and substance reasonably satisfactory to Seller and Purchaser, that all Affiliate Agreements have been terminated;

          (j) releases of all Liens on the Shares and all Liens other than Permitted Liens on any of the Companies’ assets, including without limitation any pay-off letters, UCC-3 termination statements and other documents required hereunder in connection with such releases, in each case, in form and substance reasonably satisfactory to Purchaser;

          (k) the Owner’s Affidavit, duly executed by the Seller and/or one or more of its Affiliates; and

          (l) all other documents, certificates, instruments or writings reasonably required to be delivered by Seller or the Companies at or prior to the Closing pursuant to this Agreement or otherwise reasonably required in connection herewith.

     3.3 Deliveries by Purchaser . At the Closing, Purchaser shall deliver or cause to be delivered to Seller (unless delivered previously) the following:

          (a) a wire transfer of federal or other immediately available funds to one or more accounts designated by Seller in an aggregate amount equal to the Initial Purchase Price;

          (b) the Transition Services Agreement, duly executed by Purchaser or one of its Affiliates;

          (c) the Patent Assignment and License Agreement, duly executed by Purchaser or one of its Affiliates;

          (d) an Assignment and Assumption Agreement with respect to the Material Contracts set forth in Schedule 7.11 , duly executed by Purchaser and/or one or more of the Companies;

          (e) a release from the Companies, in form and substance reasonably satisfactory to Seller and Purchaser, releasing the officers and directors of Seller and the Companies and Seller and its Affiliates from any claim arising on or prior to the Closing Date;

          (f) all other documents, certificates, instruments or writings reasonably required to be delivered by Purchaser at or prior to the Closing pursuant to this Agreement or otherwise reasonably required in connection herewith.

     3.4 Simultaneous Transactions . All of the transactions contemplated by this Agreement shall be deemed to occur simultaneously, and no such transaction shall be deemed to have been consummated until all such transactions have been consummated.

     3.5 Purchase Price Adjustment .

          (a) The Initial Purchase Price shall be subject to adjustment as set forth in this Section 3.5 (the “ Purchase Price Adjustment ”). As promptly as practicable, but in no event later than 45 days, after the Closing Date, Purchaser shall prepare and deliver to Seller a schedule (“ Purchaser’s Closing Schedule ”) prepared in accordance with the Accounting Principles setting forth in reasonable detail Purchaser’s calculation of Working Capital as of the Closing Date (“ Closing Working Capital ”), along with a copy of the computations and work papers used in connection with the preparation of Purchaser’s Closing Schedule. If Purchaser employs a firm of independent accountants in connection with the preparation of Purchaser’s Closing Schedule, Purchaser shall cause such independent accountants to deliver to Seller any computations and work papers used in the preparation of Purchaser’s Closing Schedule, subject to Seller having entered into a customary agreement with such firm of independent accountants regarding the use of such work papers, the confidentiality thereof and similar matters. Seller will give Purchaser and its representatives reasonable access, during the normal business hours of Seller, to all personnel, books and records (including bank statements, collection information and other accounts receivable information) of the Companies as reasonably requested by Purchaser to assist it in its preparation of Purchaser’s Closing Schedule. Seller will notify Purchaser in writing (“ Seller’s Dispute Notice ”) within 45 days after receiving Purchaser’s Closing Schedule if Seller disagrees with Purchaser’s calculation of Closing Working Capital as set forth in Purchaser’s Closing Schedule, which notice shall set forth in reasonable detail the basis for such disagreement, the dollar amounts involved and Seller’s calculation of the Closing Working Capital. Purchaser will give Seller and its representatives reasonable access, during the normal business hours of Purchaser, to all personnel, books and records (including bank statements, collection information and other accounts receivable information) of the Companies as reasonably requested by Seller to assist it in its preparation of Seller’s Dispute Notice. If no Seller’s Dispute Notice is received by Purchaser within such 45-day period, Purchaser’s calculation of Closing Working Capital as set forth in Purchaser’s Closing Schedule shall be final and binding upon the parties hereto.

          (b) Upon receipt by Purchaser of Seller’s Dispute Notice, Seller and Purchaser shall negotiate in good faith to resolve any disagreement with respect to Closing Working Capital. To the extent Purchaser and Seller are unable to agree with respect to Closing Working Capital within 30 days after receipt by Purchaser of Seller’s Dispute Notice and the parties have not mutually agreed to extend such deadline, Purchaser and Seller shall promptly select a mutually acceptable, nationally recognized independent accounting firm (the “ Accounting Firm ”) with no material relationship to Purchaser or Seller or any of their respective Affiliates and submit their dispute to such Accounting Firm for a binding resolution. If, within 10 days after such 30-day period, as may be extended, Purchaser and Seller are not able to agree upon an Accounting Firm, upon demand of either Purchaser or Seller, the appointment of an Accounting Firm will be finally determined by binding arbitration in Detroit, Michigan by a single arbitrator pursuant to the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. The fees and expenses of the Accounting Firm and arbitrator shall be paid one-half by Seller and one-half by Purchaser.

          (c) Not later than 30 days after the engagement of the Accounting Firm (as evidenced by its written acceptance by facsimile or otherwise to the parties), Purchaser and Seller shall submit simultaneous briefs to the Accounting Firm (with a copy to the other party)

setting forth their respective positions regarding the issues in dispute. If additional briefing, a hearing, or other information is required by the Accounting Firm, the Accounting Firm shall give notice thereof to the parties as soon as practicable before the expiration of such 30-day period, and the parties shall promptly respond with a view to minimizing any delay in the decision date. Purchaser and Seller shall instruct the Accounting Firm to render its decision resolving the dispute within 30 days after submission of the reply briefs or, in the event additional information or a hearing is required, within 30 days after the submission of such additional information or the completion of such hearing, as the case may be. The determination of the Accounting Firm with respect to Closing Working Capital cannot, however, be less than the calculation of Closing Working Capital set forth in Purchaser’s Closing Schedule nor more than the calculation of Closing Working Capital set forth in Seller’s Dispute Notice. Closing Working Capital, as agreed upon by Purchaser and Seller, as deemed agreed upon pursuant to the last sentence of Section 3.5(a) or as determined by the Accounting Firm, in accordance with this Section 3.5(c) shall be referred to herein as the “ Final Closing Working Capital .”

          (d) The Purchase Price Adjustment shall be made as follows:

               (i) if the Final Closing Working Capital is more than $ 8,750,000.00 , Purchaser shall pay to Seller an amount equal to the Final Closing Working Capital less $ 8,750,000.00 within five Business Days after the determination of Final Closing Working Capital; and

               (ii) if the Final Closing Working Capital is less than $ 6,250,000.00 , Seller shall pay to Purchaser the amount equal to $ 6,250,000.00 less the Final Closing Working Capital within five Business Days after the determination of Final Closing Working Capital.

Any payment required to be made pursuant to this Section 3.5(d) shall be made, in each case, by wire transfer of federal or other immediately available funds to an account or accounts designated by Purchaser or Seller, as the case may be, to the other party or parties, as applicable.

          (e) The parties agree that the Purchase Price Adjustment contemplated by this Section 3.5 is intended to adjust the Purchase Price for changes in Working Capital from the Base Amount and that such changes may be measured only if the calculation is performed in accordance with (i) the procedures set forth in this Section 3.5 and the definition of Working Capital and (ii) the Accounting Principles. Notwithstanding anything contained herein to the contrary, in the event of any conflict between the requirements of GAAP, and the Accounting Principles used in connection with the preparation of the Balance Sheets and as used in determining the Base Amount, the Accounting Principles shall control.

          (f) Each of Seller and Purchaser agrees that, following the Closing through the date on which the Final Closing Working Capital becomes final and binding, it shall not, and Purchaser will cause each of the Companies not to, take any actions with respect to any accounting books, records, policies or procedures on which the Final Closing Working Capital is to be based that would make it impossible or impracticable to calculate the Final Closing Working Capital in the manner and utilizing the methods required hereby.

          (g) Any Mexican Peso denominated amounts that are used to determine the Final Closing Working Capital shall be converted to U.S. dollars for such purpose at the interbank exchange rate on the Closing Date, as reported and published by the Wall Street Journal on such date.

     3.6 Allocation of Purchase Price . The parties hereto agree to allocate the Purchase Price in the manner set forth on Schedule 3.6 , which allocation shall, to the extent not set forth in Schedule 3.6 , be mutually agreed upon by the Purchaser and the Seller and shall comply with applicable Laws, including the Code. In the event of any adjustment to the Purchase Price pursuant to Section 3.5 , such adjustment shall be prorated among the components set forth on Schedule 3.6 . Seller and Purchaser each hereby agree that such allocation shall be conclusive and binding on each of them for purposes of all United States and Mexican federal, state and local tax returns and that they will not voluntarily take any position inconsistent therewith. Seller and Purchaser each hereby agree to prepare and timely file all Tax returns required pursuant to applicable Laws, including the Code, and any other forms required by any Governmental Authority, to cooperate with each other in the preparation of such forms, and to furnish each other with a copy of such forms prepared in draft, within a reasonable period prior to the filing due date thereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to Purchaser as follows:

     4.1 Organization and Qualification . Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority, corporate or otherwise, to own, lease and operate all of its properties and assets and to conduct its business as it is now being conducted.

     4.2 Authority; Binding Effect . Seller has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller, and no other action, corporate or otherwise, on the part of Seller or its stockholders is required to authorize the execution, delivery and performance hereof, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

     4.3 Title to Shares . Seller has and hereby delivers to Purchaser as of the Closing Date good and valid title to all of the Shares, free and clear of all Liens.

     4.4 Consents and Approvals; No Violation .

          (a) The execution and delivery of this Agreement by Seller does not, and the performance by Seller of this Agreement and the consummation of the transactions contemplated hereby will not, require Seller to obtain (x) any consent, approval, waiver, authorization or permit of, or to make any filing or registration with or notification to (“ Consents ”), any United States or Mexican court, agency or commission, or other governmental entity, authority or instrumentality, whether domestic or foreign (“ Governmental Authority ”), or (y) any material Consent of any third party, except for (i) applicable filing requirements, if any, of the HSR Act or the Competition Laws; (ii) filings required to be made with the United States Securities and Exchange Commission; and (iii) the Consents set forth in Schedule 4.4 .

          (b) The execution and delivery of this Agreement by Seller do not, and the performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not, except as set forth in Schedule 4.4 , (i) conflict with or violate the certificate of incorporation or by-laws, as currently in effect, of Seller, (ii) conflict with or violate in any material respect any Laws applicable to Seller or by which the Shares are bound or are subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time, or both, would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the Shares under, any material note, bond, indenture, Contract, permit, franchise or other instrument or obligation to which Seller is a party or by which the Shares are bound or subject.

     4.5 Absence of Litigation . Except as set forth in Schedule 4.5 , there is no Litigation pending or, to the Knowledge of Seller, threatened against Seller, if adversely determined, nor any judgment, order or decree of any Governmental Authority to which Seller is a party or subject, that would reasonably be expected to impair, in any material respect, (i) Seller’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby or (ii) the ability of any of the Companies to conduct their respective businesses after the Closing Date in substantially the manner as they are now being conducted.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE
COMPANIES

     Seller hereby represents and warrants to Purchaser with respect to the Companies as follows:

     5.1 Organization and Qualification . Each of the Companies is duly organized, validly existing, and in good standing, under the laws of their jurisdiction of incorporation, and each has all requisite power and authority, corporate or otherwise, to own, lease and operate all of its

properties and assets and to conduct its business as it is now being conducted. Each of the Companies is duly qualified or licensed in and in good standing to do business as a foreign corporation in each jurisdiction in which the nature of the Business, or the ownership, leasing or operation of its properties or assets, makes such qualification necessary. Seller has delivered or made available to Purchaser a complete and correct copy of the articles of incorporation and by-laws or estatutos sociales, each as amended to date, of each of the Companies. The articles of incorporation and by-laws or estatutos sociales of each of the Companies are in full force and effect, and none of the Companies is in violation of any material provision thereof.

     5.2 Financial Statements; Receivables; Inventories .

          (a)  Exhibit C attached hereto includes the unaudited balance sheets of the Companies as of July 31, 2007, and the unaudited statements of operations of the Companies for the six months then ended (collectively, the “ Financial Statements ”). The Financial Statements have been prepared in accordance with the Accounting Principles, except as set forth in Schedule 5.2(a) , and fairly present the financial position and results of operations of the Companies as of the date or for the period indicated therein. The unaudited balance sheets of the Companies as of July 31, 2007 included in the Financial Statements are herein referred to as the “ Balance Sheets .”

          (b) Except as set forth in Schedule 5.2(b) , all accounts receivable and notes receivable of the Companies have arisen from bona fide transactions in the ordinary course of business and, to the Knowledge of Seller are current and collectible net of any reserves reflected on the Balance Sheets (which reserves were determined in accordance with the Accounting Principles).

          (c) The Inventories of each of the Companies consist of a quality and quantity usable and saleable in the ordinary course of business, subject to reserves reflected on the Balance Sheets (which reserves were determined in accordance with the Accounting Principles). All Inventories have been reflected on the Balance Sheets at the lower of average cost or market.

          (d) The elements of the Estimated Working Capital and of the Final Closing Working Capital have been incurred in the normal course of the Companies’ business consistent with past practices.

     5.3 Absence of Certain Changes or Events and Undisclosed Liabilities .

          (a) Except as disclosed in Schedule 5.3(a), since July 31, 2007, (a) each of the Companies has conducted its business only in the ordinary course of business, and (b) there has not occurred, nor has there been any condition, event, circumstance, change or effect which, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect on the Companies, taken as a whole.

          (b) None of the Companies has any liabilities or obligations, accrued, absolute, contingent, or otherwise, except those: (i) disclosed in the Balance Sheets in accordance with the Accounting Principles; (ii) disclosed in this Agreement or the Schedules; (iii) incurred by the Companies in the ordinary course of business since July 31, 2007; or (iv) as to which are otherwise included in the Knowledge of Seller. This Section 5.3(b) shall apply only

in the event that there is no other Section of this Agreement that addresses the representation, warranty, covenant or agreement alleged by Purchaser to have been breached by Seller. For example, if Purchaser alleges that Seller has breached a representation relating to an environmental matter, such alleged breach shall be addressed under Section 5.12 and this Section 5.3(b) shall not apply.

     5.4 Ownership of Stock; Capitalization .

          (a) The authorized, issued and outstanding capital stock of HLI Homer consists of 1000 shares of common stock, par value U.S. $0.01 per share, of which 1000 shares are issued and outstanding to HLI Brakes. The authorized, issued and outstanding capital stock of HLI Frenos consists of (i) 75,000 shares of Series B Class 1 stock, $200 Mexican pesos value, of which 75,000 shares are outstanding, 74,999 of which are issued to HLI Brakes and 1 of which is issued to HLI Homer, (ii) 22,000 shares of Series B Class 2 stock, $200 Mexican pesos value of which 22,000 shares are issued and outstanding to HLI Brakes, and (iii) 3,000 shares of Series B Class 3 stock, $200 Mexican pesos value of which 3,000 shares are issued and outstanding to HLI Brakes. No shares of capital stock of any of the Companies are reserved for issuance upon exercise of outstanding stock options. No shares of capital stock of any of the Companies are held as treasury stock. Each issued and outstanding share of capital stock of each of the Companies has been duly authorized and validly issued, and is fully paid and nonassessable. None of the issued and outstanding shares of capital stock of any of the Companies has been issued in violation of, or is subject to, any preemptive or subscription rights. All of the issued and outstanding stock of HLI Homer is owned, beneficially and of record, by HLI Brakes. One of the issued and outstanding shares of HLI Frenos is owned, beneficially and of record, by HLI Homer, and the remaining 99,999 issued and outstanding shares of HLI Frenos are owned, beneficially and of record, by HLI Brakes.

          (b) Except as set forth in Schedule 5.4(b) , (i) there is no option, warrant or other right, agreement, arrangement, or commitment of any kind whatsoever to which any of the Companies is a party relating to its issued or unissued capital stock or other equity interests or obligating it to grant, issue or sell any share of its capital stock or other equity interests by sale, lease, license or otherwise; (ii) there is no obligation, contingent or otherwise, of any of the Companies to (A) repurchase, redeem or otherwise acquire any share of its capital stock, or (B) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of any other Person; (iii) none of the Companies, directly or indirectly, owns, or has agreed to purchase or otherwise acquire, the capital stock or other equity interests of, or any interest convertible into or exchangeable or exercisable for such capital stock or such equity interests of, any corporation, partnership, joint venture or other entity; and (iv) there is no voting trust, proxy or other agreement, arrangement, contract or other commitment of any kind whatsoever to which any of the Companies is a party, or by which any of the Companies, or any of their respective properties or assets, is bound with respect to the voting of any share of capital stock of any of the Companies.

          (c) Upon delivery to Purchaser at the Closing of the Shares pursuant to Section 3.2(a) hereof, and payment by Purchaser of the consideration therefor pursuant to

Sections 3.3(a) hereof, Purchaser shall directly or indirectly acquire and receive all right, title and interest in and to 100% of the issued and outstanding capital stock of the Companies, free and clear of all Liens except the Permitted Liens.

          (d) Set forth on Schedule 5.4(d) is a current list of all of the directors and officers of each of the Companies.

     5.5 Consents and Approvals; No Violation .

          (a) The execution and delivery of this Agreement by Seller do not, and the performance by Seller of this Agreement and the consummation of the transactions contemplated hereby will not, require any Company to obtain (x) any Consents required under or with respect to the Material Contracts, (y) any Consent from any Governmental Authority, or (z) any material Consent of any third party, except for (i) applicable filing requirements, if any, of the HSR Act or the Competition Laws; (ii) filings required to be made with the United States Securities and Exchange Commission; and (iii) the Consents set forth in Schedule 5.5(a) .

          (b) Provided Seller has obtained or made the Consents set forth in Schedule 5.5(a) , the execution and delivery of this Agreement by Seller do not, and the performance of this Agreement by Seller and the consummation of the transactions contemplated hereby will not, except as set forth in Schedule 5.5(b) , (i) conflict with or violate the articles of incorporation or by-laws or estatutos sociales, in each case as currently in effect, of any of the Companies, (ii) conflict with or violate any Laws applicable to any of the Companies or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the properties or assets of any of the Companies under, any material note, bond, indenture, Contract, permit, franchise or other instrument or obligation to which such Company is a party or by or to which any of the Companies or any of their respective properties or assets is bound or subject.

     5.6 Absence of Litigation . Except as set forth in Schedule 5.6 , (i) there is no material claim, action, suit, proceeding or investigation at law or in equity (including actions or proceedings seeking injunctive relief), by or before any Governmental Authority (“ Litigation ”), pending or, to the Knowledge of Seller, threatened against any of the Companies or affecting any of their respective properties or assets, and (ii) none of the Companies is a party or subject to, or in default under, any judgment, order or decree of any Governmental Authority.

     5.7 Related Party Agreements . Except as set forth in Schedule 5.7 , neither Seller nor any of its Affiliates (other than the Companies) is a party to any agreement, arrangement, contract or other commitment (the “ Related Party Agreements ”) to which any of the Companies is a party or by or to which any of their respective properties or assets is bound or subject.

     5.8 Permits; Compliance with Laws . Each of the Companies possesses all material franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and assets and to carry on the Business as it is now being conducted (other than those required under

Environmental Laws, which are governed by Section 5.12(a) hereof) (collectively, the “ Permits ”), and there is no material claim, action, suit, proceeding or investigation pending or, to the Knowledge of Seller, threatened regarding suspension or cancellation of any such Permits. Each of the Companies is in compliance in all material respects with such Permits and with all Laws applicable to it or by or to which any of its properties or assets is bound or subject (other than (i) Environmental Laws, which are governed by Section 5.12 hereof, (ii) ERISA and other Laws regarding employee benefit matters, which are governed by Section 5.9 hereof, (iii) Labor Laws, which are governed by Section 5.14 hereof, and (iv) Tax Laws, which are governed by Section 5.17 hereof).

     5.9 Employee Benefit Plans; ERISA .

          (a)  Schedule 5.9(a) sets forth a list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement, and each other employee benefit plan, program or agreement, sponsored, maintained or contributed to or required to be contributed to by any of the Companies or by any ERISA Affiliate, for the benefit of any employee or former employee of HLI Homer (collectively, the “ U.S. Plans ”). Schedule 5.9(a) identifies each of the U.S. Plans that is an “employee pension plan,” as that term is defined in Section 3(3) of ERISA (such U.S. Plans being hereinafter referred to collectively as the “ ERISA Plans ”).

          (b) Each U.S. Plan has been created, operated and administered in all material respects in accordance with its terms and in compliance with applicable Laws. With respect to the U.S. Plans, no event has occurred and there exists no condition or set of circumstances in connection with which HLI Homer is subject to any material liability under the terms of, or with respect to, such U.S. Plans, ERISA, the Code or any other Law applicable to such U.S. Plans.

          (c) Except as disclosed in Schedule 5.9(c), no liability under Title IV of ERISA has been incurred by HLI Homer or any ERISA Affiliate that has not been satisfied in full, and, to the Knowledge of Seller, no condition exists that presents a material risk to HLI Homer or any ERISA Affiliate of incurring a liability under Title IV of ERISA, other than liability for premiums due the Pension Benefit Guaranty Corporation (which premiums have been paid when due).

          (d) Full payment has been made of all amounts that HLI Homer or any ERISA Affiliate is required to pay under the terms of each ERISA Plan and Section 412 of the Code as of the last day of the most recent Plan year thereof ended prior to the date of this Agreement, and all such amounts properly accrued through the Closing Date with respect to the current Plan year thereof will be paid on or prior to the Closing Date or will be properly recorded in the consolidated financial statements of the Companies in accordance with the Accounting Principles.

          (e) No ERISA Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA.

          (f) Each ERISA Plan that is intended to be “qualified” within the mea