FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF INTERNATIONAL AUTOMOTIVE COMPONENTS GROUP NORTH AMERICA, LLCLimited Liability Company Agreement • December 1st, 2006 • Lear Corp • Public bldg & related furniture • Delaware
This Limited Liability Company Agreement (the “Agreement”), as it may be further amended, dated as of , 2007 (the “Effective Date”), is by and among International Automotive Components Group North America, LLC, a Delaware limited liability company (the “Company”), and the Stockholders identified on Schedule 1, and provides the terms under which the Company was organized and will operate.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 1st, 2006 • Lear Corp • Public bldg & related furniture • New York
THIS ASSET PURCHASE AGREEMENT, dated as of November 30, 2006 (the “Effective Date”), is made by and among LEAR CORPORATION, a Delaware corporation (“Lear”), INTERNATIONAL AUTOMOTIVE COMPONENTS GROUP NORTH AMERICA, INC., a Delaware corporation (the “Company”), WL ROSS & CO. LLC, a Delaware limited liability company (“WL Ross”), FRANKLIN MUTUAL ADVISERS, LLC (“Franklin”), and INTERNATIONAL AUTOMOTIVE COMPONENTS GROUP NORTH AMERICA, LLC, a Delaware limited liability company (“IACNA”). WL Ross, Franklin and IACNA have entered into this Agreement solely for purposes of agreeing to be bound by the provisions of Section 6.20 below. Each of Lear and the Company may hereafter be referred to as a “party” or collectively as “parties.”
