EQUIPMENT SALE AND PURCHASE AGREEMENT

This EQUIPMENT SALE AND PURCHASE AGREEMENT (the “Agreement”) is made and entered
into on [], by and between:

1. Lear Automotive Services B.V., a company duly organized and validly existing under the laws of The
Netherlands, headquartered in Willem Fenengastraat 21-27, 1096 BL Amsterdam, The Netherlands,
duly represented by Mr. [], in his capacity of [] (hereinafter referred to as “Seller”);

and

2. Lear Corporation Romania S.R.L., a company duly organized and validly existing under the laws of
Romania, headquartered in Pitesti, 113 Tudor Vladimirescu Street, Arges County, registered with
the Trade Register of Arges County under no. J03/219/2001, sole registration number [], duly
represented by Mr. Daniel Timofei, General Manager Romanian Operations, based on the Power of
Attorney no. [] issued on [] (hereinafter referred to as “Purchaser”),

hereinafter referred to individually as “Party” and collectively as “Parties”.

RECITALS

Purchaser is a company engaged in the manufacture of electrical and electronic components for the
automotive industry, including the assembly of wire harnesses for European OEMs;

Seller is the owner of the equipment necessary for the assembly and manufacture of wire harnesses;

Seller intends to sale to Purchaser and Purchaser intends to acquire from Seller the equipment necessary
for the assembly and manufacture of wire harnesses pursuant to the terms and conditions set forth herein.

NOW THEREFORE, Seller and Purchaser agree as follows:

TERMS OF SALE

1.1 Seller agrees to sell and Purchaser agrees to acquire the equipment items listed and described in
Appendix 1 (hereinafter referred to as “Equipment”).

ARTICLE II

PRICE AND PAYMENT

2.1. Equipment is sold at its fair market value, that is USD [2.2 milion], based on the appraisal performed
by [].

2.2. In order for Purchaser to make the payment under this Agreement, Seller shall grant to Purchaser a
loan, by means of a loan agreement to be entered into by the Parties. Purchaser shall send Seller a
note whereby the latter is requested to consider the amount of USD [2.2 milion] as drawdown from
the loan granted under the loan agreement. The note shall stand for payment evidence under this
Agreement. The repayment by Purchaser to Seller of said drawdown shall be effected under the
terms and conditions set forth in the loan agreement.

2.3. The amount of current or future sales, revenue, excise, personal property or other taxes, including
VAT, applicable to the Equipment sold hereunder shall be paid by Purchaser or Purchaser shall
provide Seller with an appropriate exemption certificate from any such taxes.

2.4. Purchaser agrees to defend and hold harmless Seller from and against any federal, state, municipal and
local license fees and taxes of any kind or nature, including, but not limited to, any and all excise,
personal property, use and sales tax arising from or relating to the sale of the Equipment from Seller
to Purchaser or as a result of any delivery, transfer, use or possession of the Equipment or otherwise
in connection with this Agreement. Purchaser further agrees to defend and hold harmless Seller
from and against any and all liabilities, obligations, loss, damages, penalties, claims, actions and
suits resulting therefrom and imposed upon, incurred by or asserted as a consequence of the sale of
the Equipment to, or the ownership, possession, operation or use of the Equipment, by Purchaser.

2.5. If a claim is made against Seller for any such taxes, Seller shall immediately notify Purchaser and, if
requested by Purchaser, Seller shall not pay except under protest, and if payment is made, shall use
all reasonable effort to obtain a refund. If all or any part of any such taxes are refunded, Seller shall
repay to Purchaser such part thereof as Purchaser shall have paid, except for the costs incurred by
Seller in relation with such payments or refunds. Purchaser shall also pay to Seller, upon demand,
 all expenses (including penalties and interest) incurred by Seller in protesting payment and in
endeavoring to obtain such refund.

2.6. Purchaser shall process the Equipment through Romania’s import customs in accordance with
applicable Romanian import customs rules.

ARTICLE III

TRANSFER OF POSSESSION AND OWNERSHIP

3.1 The Equipment sold hereunder is currently in Divertex SA possession, based on the Rental
Agreement concluded by and between Divertex SA and Seller on August 31, 2000 (hereinafter
referred to as “Rental Agreement”). Upon termination of the Rental Agreement, Seller shall instruct
Divertex SA to deliver the Equipment to Purchaser. Purchaser shall take possession over Equipment
based on a delivery and takeover minutes executed by Divertex SA and Purchaser.

3.2. Title to and ownership of Equipment shall pass from Seller to Purchaser at the date of the execution
of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES. INDEMNIFICATION

4.1 Each Party represents and warrants to the other Party that:

4.1.1 It is a company duly organized, validly existing and operating, with corporate powers and
authority to own properties and to conduct its business as currently conducted.

4.1.2 It has taken all requisite corporate action to enter into this Agreement and to consummate
the transactions contemplated hereby. The execution of this Agreement does not violate
any of the provisions of the incorporation and other corporate documents of any Party
and/or any agreement between such Party and a third party.

4.1.3 This Agreement has been duly executed and constitutes the legal, valid and binding
obligation of each Party, enforceable in accordance with its terms. The Party is not
required to give any notice to, make any filing with, or obtain any authorization, consent
or approval of any government or governmental agency in order to consummate the
transactions contemplated by this Agreement.
4.2 Seller represents and warrants to Purchaser that it is the sole owner of the Equipment and it owns
the Equipment, free and clear of any lien, claim, demand or encumbrance. There are no and there
was no issue that could be considered as a valid reason to give rise to any proceedings including
disputes, actions, investigations, notices, orders, demands or complaints relating to and/or which
affects or may affect, in total or in part the use of any of the Equipment items for the purposes of
this Agreement.

ARTICLE V

FORCE MAJEURE

5.1 An event of Force Majeure exempts the affected Party from performing, in full or in part, its
obligations pursuant to this Agreement, provided that such affected Party complies with the
provisions of Article 5.3 hereof.

5.2 For the purposes of this Agreement, an event of Force Majeure shall mean any insurmountable
event beyond the control of and unforeseen by the affected Party including, but not limited to, fire,
vandalism, earthquake, flood, storm or war and which prevents the affected Party, to partially or
fully perform its obligations hereunder.

5.3 The affected Party shall notify the other Party of the event of Force Majeure within 24 hours of its
occurrence, attaching satisfactory evidence thereon. The affected Party shall promptly and in any
event within a period of 24 hours notify the other Party on the termination of such event of Force
Majeure.

ARTICLE VI

GOVERNING LAW, ARBITRATION AND NOTICES

6.1 This Agreement shall be governed by and construed in accordance with the laws of Romania.

6.2 Any dispute between the Parties arising out of or in connection with this Agreement, including those
related to its validity, interpretation or execution, shall be settled in an amicable way. If amicable
settlement is not possible, disputes between the Parties shall be settled by the Court of International
Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania, in
accordance with the Rules of Arbitration of this Court of Arbitration. The award issued by the Court
of Arbitration shall be final and binding for the Parties.
6.3 All notices and other communications under this Agreement shall be made in writing and shall be
deemed to have been duly given when delivered (i) in person, (ii), by facsimile, (iii) by a nationally
recognized overnight courier service or (iv) by registered or certified mail (postage prepaid return-
receipt requested) to the Parties at the following addresses:

To Seller: Lear Automotive Services B.V.

To the attention of []

Willem Fenengastraat 21-27, 1096 BL Amsterdam, The Netherlands

Fax no: []

Tel. no: []

To Purchaser: Lear Corporation Romania S.R.L.

To the attention of Mr. Daniel Timofei – General Manager Romanian Operations

113 Tudor Vladimirescu Street, Pitesti, 0300 Arges County, Romania

Fax no: +40 248 207339

Tel. no: +40 248 207301(4)

A notice so addressed shall be deemed to have been received:

(i) if personally delivered, at the time of delivery, save that if such notice or communication is
received after the end of normal working hours, such notice or communication shall be
deemed to have been received on the next business day;

(ii) if sent by pre-paid recorded overnight delivery, 72 hours after the date of posting;

(iii) if sent by registered mail, 5 days after the date of posting; and

(iv) if sent by fax, on successful completion of its transmission, save that if such notice or
communication is received after the end of normal working hours, such notice or
communication shall be deemed to have been received on the next business day.

For the purposes of this Article 6, “normal working hours” shall be deemed to be from 9 a.m. to 6
p.m.
 ARTICLE VII

MISCELLANEOUS

7.1 This Agreement may not be amended except by written agreement executed by duly authorized
representatives of the Parties.

7.2 No Party may assign this Agreement or any of its rights or obligations hereunder to a third party
without the prior written consent of the other Party.

7.3. Should any provision of this Agreement be held invalid or illegal or incapable of being enforced
under any rule of law, all the other provisions of this Agreement shall remain in full force and
effect. Upon determination that any such provision is invalid, illegal or incapable of being enforced,
the Parties shall negotiate in good faith the amendment of the respective clause or this Agreement,
to the greatest extent possible, so as to render the relevant provision legal, valid and enforceable
and/or to preserve the original intent of the Parties as closely as possible.

7.4 This Agreement and Appendix 1 hereto represent the entire agreement between the Parties in
relation to the subject matter of this Agreement and supersedes any previous agreement between the
Parties in relation to the subject matter hereof.

IN WITNESS WHEREOF, the Parties have executed this Agreement in 2 counterparts, one for each
Party, as of the date first above written.

LEAR AUTOMOTIVE SERVICES B.V.

By: Name: []

Title: []

LEAR CORPORATION ROMANIA S.R.L.

By: Name: Daniel Timofei

Title: General Manager Romanian Operations