Exhibit 10.24 **STOCK PURCHASE AGREEMENT**BY AND AMONG**BREMBO NORTH AMERICA, INC.**and**HLI BRAKES HOLDING COMPANY, INC.**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 
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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 
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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 
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**LIST OF EXHIBITS AND SCHEDULES**   **EXHIBITS**Exhibit A Accounting PrinciplesExhibit B Resolution of Stockholders of the Companies re Officers and DirectorsExhibit C Financial StatementsExhibit D Form of Transition Services AgreementExhibit E Form of Patent Assignment and License AgreementExhibit F Form of Owner’s Affidavit   **SCHEDULES**3.6 Allocation of Purchase Price4.5 Absence of Litigation — Seller5.2(a) Financial Statements and Inventories: Exceptions to Accounting Principles5.2(b) Financial Statements and Inventories: Receivables5.3(a) Absence of Certain Changes or Events5.4(d) Directors and Officers of Companies5.5(a) Consents and Approvals; No Violation: Consents5.5(b) Consents and Approvals; No Violation: Conflicts5.6 Absence of Litigation: Companies5.7 Related Party Agreements5.9(a) Employee Benefit Plans; ERISA: List of U.S. Plans5.9(c) Employee Benefit Plans; ERISA: Title IV Liability5.9(h) Employee Benefit Plans; ERISA: Medical Plans5.9(i) Employee Benefit Plans; ERISA: Severance; Vesting5.9(l) Employee Benefit Plans: List of Mexican Plans5.10(a) Material Contracts — List5.10(b) Material Contracts — Default5.11 Personal Property5.12(a) Environmental Matters: Compliance and Permits5.12(b) Environmental Matters: Claims and Releases5.12(c) Environmental Matters: Hazardous Materials5.13(a) Real Property: Owned Realty and Leased Realty5.13(b) Real Property: Liens5.13(c) Real Property: Leases5.14(a) Labor Matters5.15 Insurance5.16 Intellectual Property5.17 Taxes5.18 Products Liability5.19 Brokers6.3(b) Consents; No Violation — Purchaser7.6(d) Affiliate Employees7.11 Assumed Contracts7.8 Assigned Intellectual Property7.10 Continuing Employees
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     STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 9, 2007, by andamong BREMBO NORTH AMERICA, INC., a Delaware corporation (“Purchaser”), and HLI BRAKESHOLDING 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 andoutstanding shares of capital stock of Hayes Lemmerz International — Homer, Inc., a Delawarecorporation (“HLI Homer”) and 99,999 of the issued and outstanding shares of capital stockof Hayes Lemmerz International — Frenos, S.A. de C.V., a Mexican corporation (“HLIFrenos”) (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 outstandingshare of capital stock of HLI Frenos (the “Homer Frenos Share” and together with the BrakesHomer Shares and the Brakes Frenos Shares, the “Shares”);     WHEREAS, the Companies (defined below) are engaged in the business of manufacturing andselling precision machined rotors and drums used in foundation braking systems for the automotiveindustry in the North American market (the “Business”) and, in connection therewith, ownand operate that certain manufacturing facility located in Homer, Michigan (the “HomerPlant”) and lease and operate that certain manufacturing facility located in Monterrey, NuevoLeon, 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 theShares (the “Stock Purchase”), all upon the terms and subject to the conditions containedherein; and     WHEREAS, the respective Boards of Directors of Seller and Purchaser have approved thisAgreement 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 asfollows:**ARTICLE I****DEFINITIONS AND TERMS**     1.1 Certain Definitions. As used in this Agreement, the following terms shall havethe 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, accountingapplications and assumptions of the Companies set forth on Exhibit A hereto.     “Affiliate” shall mean, as to any Person (as hereinafter defined), any other Personwhich, 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, meansthe possession, direct or indirect, of the power to direct or cause the direction of the managementand policies of such Person, whether through the ownership of voting securities or other ownershipinterest, 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 fromtime 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 whichbanks 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 toprohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening ofcompetition or restraint of trade, including the Ley Federal de Competencia and any such applicableLaws of Mexico.
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     “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 7.10hereof.     “Contracts” shall have the meaning set forth in Section 5.10(a) hereof.     “Credit Agreement” shall mean the Second Amended and Restated Credit Agreement, datedas 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., assyndication agent, and Citicorp North America, Inc., as documentation agent, including any relatedmortgages, deeds of trust, guaranties, pledge and security agreements, or other documents executedin 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 orwritten notice by any person or entity alleging potential liability arising out of, based on orresulting from (a) the presence or Release of any Hazardous Materials at any location owned oroperated by any of the Companies and at any other location at which the Companies have disposed orarranged for the disposal of any Hazardous Materials, or (b) circumstances forming the basis of anyviolation of any Environmental Law.     “Environmental Laws” shall mean all United States (in the case of HLI Homer or HLIBrakes) or Mexican (in the case of HLI Frenos) federal, state and local laws and regulationsrelating to pollution or protection of human health or the environment, including laws relating toReleases or threatened Releases of Hazardous Materials or otherwise relating to the manufacture,processing, distribution, use, treatment, storage, disposal, transport or handling of HazardousMaterials and all United States (in the case of HLI Homer or HLI Brakes) or Mexican (in the case ofHLI 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) thattogether with one or more of the Companies would be deemed to be a “single employer” within themeaning 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 faithcalculation of Working Capital as of the Closing Date as set forth in the Seller’s EstimatedClosing Schedule.
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     “Excepted Purchaser Claims” shall have the meaning set forth in Section8.2(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 Section3.5(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 effectfrom 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 inthe form of “*Società per Azioni*” and the indirect sole shareholder of the Purchaser.     “Hayes” shall mean Hayes Lemmerz International, Inc., a Delaware corporation and theindirect 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 Plan40 C.F.R. 300.5, and any other hazardous or toxic substances, wastes or pollutants subject toregulation 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, asamended.
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     “Indebtedness” of any Person at any date shall include (a) all indebtedness of suchPerson for borrowed money or for the deferred purchase price of property or services (other thancurrent trade liabilities incurred in the ordinary course of business and payable in accordancewith 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 acceptancesissued or created for the account of such Person, (d) all liabilities secured by any Lien (ashereinafter defined) on any property owned by such Person even though such Person has not assumedor otherwise become liable for the payment thereof and (e) all direct or indirect guarantees of anyof the foregoing for the benefit of another Person.     “Indenture” shall mean the Indenture dated as of May 30, 2007 with respect to the8.25% Senior Notes Due 2015 issued by Hayes Lemmerz Finance LLC — Luxembourg S.C.A., as amended orsupplemented 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 5.16hereof.     “Inventory” shall mean raw materials, work in progress and finished goods, net ofapplicable reserves, and shall expressly exclude factory supplies, net of reserves as determined inaccordance with the Accounting Principles.     “IRS” shall mean the Internal Revenue Service of the Department of Treasury of theUnited States.     “Knowledge of Purchaser” shall have the meaning set forth in Section 9.14hereof.     “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) orMexican (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 judicialdecision, 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 similarencumbrance.     “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 sucheffect resulting primarily from (a) this Agreement, the transactions contemplated by this Agreementor
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the announcement thereof, (b) Purchaser’s announcement or other disclosure of its plans orintentions 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 politicalconditions, whether resulting from acts of terrorism or war or otherwise) affecting the UnitedStates and/or Mexican economies or the industry in which the Companies operate generally, to theextent 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 asExhibit F relative to the removal of the standard title exceptions from the Purchaser’sreal estate title insurance policy for the Owned Realty.     “Patent Assignment and License Agreement” shall have the meaning set forth inSection 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 otherlike Liens arising or incurred in the ordinary course of business with respect to liabilities thatare 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 whichare not delinquent or which may hereafter be paid without penalty or which are being contested ingood faith (and disclosed in Schedule 5.17) by appropriate proceedings (for which reserveshave been made in the Financial Statements), (iv) other imperfections of title or encumbrances, ifany, which imperfections of title or other encumbrances, individually or in the aggregate, wouldnot materially detract from the value of the property or asset to which it relates or materiallyimpair the ability of the Companies to use the property or asset to which it relates insubstantially the same manner as it was used prior to the Closing Date, (v) liens created byPurchaser in connection with the financing of the acquisition of the Owned Realty, (vi) statutoryliens and similar encumbrances in favor of landlords, (vii) all matters disclosed in titlepolicies, commitments, binders, reports, abstracts, certificates or other title-related materialsfurnished 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 ClosingDate.     “Person” shall mean an individual, a corporation, a partnership, a limited liabilitycompany, 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 7.10hereof.
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     “Plants” shall have the meaning set forth in the recitals hereto.     “Pre-Closing Tax Period” shall have the meaning set forth in Section 7.13hereof.     “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 Section3.5(a) hereof.     “Purchaser’s Savings Plan” shall have the meaning set forth in Section 7.10hereof.     “Related Party Agreements” shall have the meaning set forth in Section 5.7hereof.     “Release” shall mean any release, spill, emission, leaking, pumping, injection,deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoorenvironment (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 Sellerconcurrently with the execution of this Agreement.     “Section 338(h)(10) Allocation Documents” shall have the meaning set forth inSection 7.13.     “Section 338(h)(10) Election” shall have the meaning set forth in Section7.137.13(g).     “Section 338(h)(10) Filing Date” shall have the meaning set forth in Section7.13.     “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 Section2.3(b) hereof.     “Seller’s Savings Plan” shall have the meaning set forth in Section 1.1(d)hereof.
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     “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 Homeror HLI Brakes) or Mexican (in the case of HLI Frenos) federal, state or local GovernmentalAuthority.     “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 Section8.2(b) hereof.     “Transition Services Agreement” shall have the meaning set forth in Section7.7 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 accountsreceivable and inventory, less allowance for bad debt minus accounts payable. Working Capitalexplicitly excludes cash and cash equivalents. In calculating Working Capital, all reserves andother accounts shall be calculated in accordance with the Accounting Principles and as used indetermining the Base Amount.     1.2 Other Terms. Other terms may be defined elsewhere in the text of this Agreementand, 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 thisAgreement 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.
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          (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 ofthis Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver toPurchaser, and Purchaser shall purchase, acquire and accept from Seller, all right, title andinterest in and to the Shares, free and clear of any and all Liens.     2.2 Conveyance. Such sale, conveyance, assignment, transfer and delivery shall beeffected by delivery by Seller to Purchaser or, at Purchaser’s request, to any other designee ofPurchaser, of stock certificates representing the Shares, duly endorsed or accompanied by stockpowers duly executed in blank with appropriate transfer stamps, if any, affixed, and/or any otherdocuments that are necessary to transfer title to the Shares to Purchaser (or to any designee ofPurchaser), free and clear of any and all Liens, and a copy certified by the secretary of the boardof HLI Frenos of the notation in the shareholders registry of HLI Frenos of the transfer of theBrakes Frenos Shares to the Purchaser.     2.3 Consideration.          (a) Upon the terms and subject to the conditions of this Agreement, in consideration of suchsale, 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 amountof cash and cash equivalents held by the Companies at theClosing.               (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, asfinally adjusted, is referred to as the “Final Purchase Price”.          (b) For purposes of calculating the Initial Purchase Price payable by Purchaser pursuant toSection 2.3(a), Seller has, prior to the Closing Date, prepared in good faith and deliveredto Purchaser an estimated closing schedule prepared in accordance with the Accounting Principlessetting forth in reasonable detail Seller’s good faith calculation of the Estimated Closing WorkingCapital (the “Seller’s Estimated Closing Schedule”), along with a
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copy of the computations and work papers used in connection with the preparation of Seller’sEstimated Closing Schedule.**ARTICLE III****CLOSING**     3.1 Closing. The closing of the Stock Purchase (the “Closing”) shall takeplace simultaneously with the execution and delivery of this Agreement by Purchaser, Seller and theGuarantors at the offices of Seller, 15300 Centennial Drive, Northville, Michigan, or at such othertime and place or in such other manner as the parties hereto may mutually agree. The Closing shallbe effective as of 12:01 a.m. (Eastern Standard Time) on November 9, 2007 and such date is referredto 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 dulyexecuted in blank with appropriate transfer stamps, if any, affixed, and together with a copy ofthe notation in the shareholders registry of HLI Frenos of the transfer of the HLI Frenos Shares tothe Purchaser certified by the secretary of the board of HLI Frenos;          (b) a resolution, substantially in the form attached hereto as Exhibit B, duly adoptedby the board of directors and stockholder of each Company pursuant to which each Company acceptsthe resignations of its officers and directors listed on Schedule 5.4(d) and each of theofficers and directors of such Company appointed by Seller are released from any and allliabilities which they may have incurred as a result of their service to such Company, other thanthose resulting from gross negligence or willful misconduct;          (c) the Transition Services Agreement, duly executed by Seller and/or one or more of itsAffiliates;          (d) the Patent Assignment and License Agreement, duly executed by Seller and/or one or more ofits Affiliates;          (e) an Assignment and Assumption Agreement with respect to the Material Contracts set forth inSchedule 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 andsubstance reasonably satisfactory to Seller and Purchaser, releasing the Companies and theirAffiliates 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 andmembers of the Board of Directors of the Companies set forth on Schedule 5.4(d);
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          (h) copies of payoff letters agreeing to release and/or releases releasing the Companies fromany obligations under any guarantees made on behalf of Seller;          (i) evidence in form and substance reasonably satisfactory to Seller and Purchaser, that allAffiliate Agreements have been terminated;          (j) releases of all Liens on the Shares and all Liens other than Permitted Liens on any of theCompanies’ assets, including without limitation any pay-off letters, UCC-3 termination statementsand other documents required hereunder in connection with such releases, in each case, in form andsubstance 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 bedelivered by Seller or the Companies at or prior to the Closing pursuant to this Agreement orotherwise reasonably required in connection herewith.     3.3 Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to bedelivered to Seller (unless delivered previously) the following:          (a) a wire transfer of federal or other immediately available funds to one or more accountsdesignated 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 itsAffiliates;          (d) an Assignment and Assumption Agreement with respect to the Material Contracts set forth inSchedule 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 andPurchaser, releasing the officers and directors of Seller and the Companies and Seller and itsAffiliates from any claim arising on or prior to the Closing Date;          (f) all other documents, certificates, instruments or writings reasonably required to bedelivered by Purchaser at or prior to the Closing pursuant to this Agreement or otherwisereasonably required in connection herewith.     3.4 Simultaneous Transactions. All of the transactions contemplated by this Agreementshall be deemed to occur simultaneously, and no such transaction shall be deemed to have beenconsummated until all such transactions have been consummated.     3.5 Purchase Price Adjustment.
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          (a) The Initial Purchase Price shall be subject to adjustment as set forth in this Section3.5 (the “Purchase Price Adjustment”). As promptly as practicable, but in no eventlater than 45 days, after the Closing Date, Purchaser shall prepare and deliver to Seller aschedule (“Purchaser’s Closing Schedule”) prepared in accordance with the AccountingPrinciples setting forth in reasonable detail Purchaser’s calculation of Working Capital as of theClosing Date (“Closing Working Capital”), along with a copy of the computations and workpapers used in connection with the preparation of Purchaser’s Closing Schedule. If Purchaseremploys a firm of independent accountants in connection with the preparation of Purchaser’s ClosingSchedule, Purchaser shall cause such independent accountants to deliver to Seller any computationsand work papers used in the preparation of Purchaser’s Closing Schedule, subject to Seller havingentered into a customary agreement with such firm of independent accountants regarding the use ofsuch work papers, the confidentiality thereof and similar matters. Seller will give Purchaser andits representatives reasonable access, during the normal business hours of Seller, to allpersonnel, books and records (including bank statements, collection information and other accountsreceivable information) of the Companies as reasonably requested by Purchaser to assist it in itspreparation of Purchaser’s Closing Schedule. Seller will notify Purchaser in writing(“Seller’s Dispute Notice”) within 45 days after receiving Purchaser’s Closing Schedule ifSeller disagrees with Purchaser’s calculation of Closing Working Capital as set forth inPurchaser’s Closing Schedule, which notice shall set forth in reasonable detail the basis for suchdisagreement, 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 businesshours of Purchaser, to all personnel, books and records (including bank statements, collectioninformation and other accounts receivable information) of the Companies as reasonably requested bySeller to assist it in its preparation of Seller’s Dispute Notice. If no Seller’s Dispute Noticeis received by Purchaser within such 45-day period, Purchaser’s calculation of Closing WorkingCapital as set forth in Purchaser’s Closing Schedule shall be final and binding upon the partieshereto.          (b) Upon receipt by Purchaser of Seller’s Dispute Notice, Seller and Purchaser shall negotiatein good faith to resolve any disagreement with respect to Closing Working Capital. To the extentPurchaser and Seller are unable to agree with respect to Closing Working Capital within 30 daysafter receipt by Purchaser of Seller’s Dispute Notice and the parties have not mutually agreed toextend such deadline, Purchaser and Seller shall promptly select a mutually acceptable, nationallyrecognized independent accounting firm (the “Accounting Firm”) with no materialrelationship to Purchaser or Seller or any of their respective Affiliates and submit their disputeto such Accounting Firm for a binding resolution. If, within 10 days after such 30-day period, asmay be extended, Purchaser and Seller are not able to agree upon an Accounting Firm, upon demand ofeither Purchaser or Seller, the appointment of an Accounting Firm will be finally determined bybinding arbitration in Detroit, Michigan by a single arbitrator pursuant to the ExpeditedProcedures of the Commercial Arbitration Rules of the American Arbitration Association. The feesand expenses of the Accounting Firm and arbitrator shall be paid one-half by Seller and one-half byPurchaser.          (c) Not later than 30 days after the engagement of the Accounting Firm (as evidenced by itswritten acceptance by facsimile or otherwise to the parties), Purchaser and Seller shall submitsimultaneous briefs to the Accounting Firm (with a copy to the other party)
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setting forth their respective positions regarding the issues in dispute. If additionalbriefing, a hearing, or other information is required by the Accounting Firm, the Accounting Firmshall give notice thereof to the parties as soon as practicable before the expiration of such30-day period, and the parties shall promptly respond with a view to minimizing any delay in thedecision date. Purchaser and Seller shall instruct the Accounting Firm to render its decisionresolving the dispute within 30 days after submission of the reply briefs or, in the eventadditional information or a hearing is required, within 30 days after the submission of suchadditional information or the completion of such hearing, as the case may be. The determination ofthe Accounting Firm with respect to Closing Working Capital cannot, however, be less than thecalculation of Closing Working Capital set forth in Purchaser’s Closing Schedule nor more than thecalculation of Closing Working Capital set forth in Seller’s Dispute Notice. Closing WorkingCapital, as agreed upon by Purchaser and Seller, as deemed agreed upon pursuant to the lastsentence of Section 3.5(a) or as determined by the Accounting Firm, in accordance with thisSection 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 shallpay to Seller an amount equal to the Final Closing Working Capital less $8,750,000.00within 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 payto Purchaser the amount equal to $6,250,000.00 less the Final Closing Working Capitalwithin 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 eachcase, by wire transfer of federal or other immediately available funds to an account or accountsdesignated by Purchaser or Seller, as the case may be, to the other party or parties, asapplicable.          (e) The parties agree that the Purchase Price Adjustment contemplated by this Section3.5 is intended to adjust the Purchase Price for changes in Working Capital from the BaseAmount and that such changes may be measured only if the calculation is performed in accordancewith (i) the procedures set forth in this Section 3.5 and the definition of Working Capitaland (ii) the Accounting Principles. Notwithstanding anything contained herein to the contrary, inthe event of any conflict between the requirements of GAAP, and the Accounting Principles used inconnection 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 whichthe Final Closing Working Capital becomes final and binding, it shall not, and Purchaser will causeeach 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 itimpossible or impracticable to calculate the Final Closing Working Capital in the manner andutilizing the methods required hereby.
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          (g) Any Mexican Peso denominated amounts that are used to determine the Final Closing WorkingCapital shall be converted to U.S. dollars for such purpose at the interbank exchange rate on theClosing 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 PurchasePrice in the manner set forth on Schedule 3.6, which allocation shall, to the extent notset forth in Schedule 3.6, be mutually agreed upon by the Purchaser and the Seller andshall comply with applicable Laws, including the Code. In the event of any adjustment to thePurchase Price pursuant to Section 3.5, such adjustment shall be prorated among thecomponents set forth on Schedule 3.6. Seller and Purchaser each hereby agree that suchallocation shall be conclusive and binding on each of them for purposes of all United States andMexican federal, state and local tax returns and that they will not voluntarily take any positioninconsistent therewith. Seller and Purchaser each hereby agree to prepare and timely file all Taxreturns required pursuant to applicable Laws, including the Code, and any other forms required byany Governmental Authority, to cooperate with each other in the preparation of such forms, and tofurnish each other with a copy of such forms prepared in draft, within a reasonable period prior tothe 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, validlyexisting and in good standing under the laws of the jurisdiction of its incorporation, and has allrequisite power and authority, corporate or otherwise, to own, lease and operate all of itsproperties 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 toexecute and deliver this Agreement, to perform its obligations hereunder and to consummate thetransactions contemplated hereby. The execution, delivery and performance of this Agreement, andthe consummation of the transactions contemplated hereby have been duly authorized by all necessarycorporate action on the part of Seller, and no other action, corporate or otherwise, on the part ofSeller 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 dulyexecuted and delivered by Seller and constitutes the valid and binding obligation of Sellerenforceable against Seller in accordance with its terms, except that such enforcement may besubject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter ineffect relating to or limiting creditors’ rights generally and the remedy of specific performanceand injunctive and other forms of equitable relief may be subject to equitable defenses and to thediscretion of the court before which any proceedings therefor may be brought.
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     4.3 Title to Shares. Seller has and hereby delivers to Purchaser as of the ClosingDate 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 bySeller 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 makeany filing or registration with or notification to (“Consents”), any United States orMexican court, agency or commission, or other governmental entity, authority or instrumentality,whether domestic or foreign (“Governmental Authority”), or (y) any material Consent of anythird party, except for (i) applicable filing requirements, if any, of the HSR Act or theCompetition Laws; (ii) filings required to be made with the United States Securities and ExchangeCommission; 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 thisAgreement by Seller and the consummation by Seller of the transactions contemplated hereby willnot, except as set forth in Schedule 4.4, (i) conflict with or violate the certificate ofincorporation or by-laws, as currently in effect, of Seller, (ii) conflict with or violate in anymaterial 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 withnotice or lapse of time, or both, would constitute a material default) under, or give to others anyright of termination, amendment, acceleration or cancellation of, or require payment under, orresult 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 bywhich the Shares are bound or subject.     4.5 Absence of Litigation. Except as set forth in Schedule 4.5, there is noLitigation pending or, to the Knowledge of Seller, threatened against Seller, if adverselydetermined, nor any judgment, order or decree of any Governmental Authority to which Seller is aparty 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 transactionscontemplated hereby or (ii) the ability of any of the Companies to conduct their respectivebusinesses after the Closing Date in substantially the manner as they are now being conducted.**ARTICLE V****REPRESENTATIONSAND WARRANTIES OF SELLER WITH RESPECT TO THE**