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General Partnership Agreement

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GENERAL PARTNERSHIP AGREEMENT
OF
TUCSON PRECISION PRODUCTS


THIS GENERAL PARTNERSHIP AGREEMENT is entered into this 18th day of August, 1995, by and between Iwaki Diecast U.S.A., Inc., a company organized and existing under the laws of Arizona ("IDC") and Walbro Tucson Corp., a company organized and existing under the laws of the State of Delaware ("Walbro") (each of the parties hereto are hereinafter referred to, individually, as a "Partner," and collectively as the "Partners").


ARTICLE I


FORMATION OF PARTNERSHIP


The parties hereby enter into a general partnership (the "Partnership") under the provisions of the Uniform Partnership Act of the State of Delaware (the "Act") and, except as herein otherwise expressly provided, the rights and liabilities of the Partners shall be as provided in that Act.


ARTICLE II


NAME


The business of the Partnership shall be conducted under the name "Tucson Precision Products". The parties shall promptly comply with all laws regarding the use of such name as an assumed name by the Partnership, if necessary.


ARTICLE III


DEFINITIONS


3.1 "Agreement" means this Partnership Agreement, as amended, modified or supplemented from time to time.


3.2 "Capital Account" shall mean, with respect to any Partner, the separate "book" account which the Partnership shall establish and maintain for such Partner in accordance with Section 704(b) of the Code.


3.3 "Code" shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section of the Code shall be deemed to include a reference to any corresponding provision of succeeding laws.


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3.4 "Management Committee" shall mean a five-member committee, three of which shall be appointed by Walbro, in its sole discretion and two of which shall be appointed by IDC, in its sole discretion.


3.5 "Participating Percentage" means, with respect to any Partner, subject to adjustment in accordance with this Agreement, the percentage indicated on Schedule A, attached hereto which initially represents each Partner's interest received in exchange for its capital contribution.


ARTICLE IV


PURPOSE


The purpose of the Partnership is to (i) engage in the manufacture and sale of certain die cast parts and assemblies (described in greater detail on Exhibit 4) in North America (Canada, Mexico and the United States), both as original equipment and replacement parts and (ii) engage in any and all operations, activities and businesses which are in the unanimous judgment of the Management Committee, convenient, necessary or incidental to the accomplishment of the foregoing Partnership purpose, including any operations, businesses or activities permitted under the Act and any other applicable law or regulation.


ARTICLE V


NAMES AND BUSINESS ADDRESSES OF PARTNERS


The names and business addresses of the Partners are as set forth in Schedule A attached hereto and made a part hereof.


ARTICLE VI


TERM


The Partnership shall continue until December 31, 2015, unless sooner terminated as hereinafter provided.


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ARTICLE VII


PRINCIPAL PLACE OF BUSINESS


The principal place of business of the Partnership shall be 6601 South Renaissance Drive, Tucson, Arizona 85746-6042 (USA) or such other place or places as the Partners may designate.


ARTICLE VIII


CAPITAL AND CONTRIBUTIONS


8.1 The initial capital of the Partnership is as set forth on Schedule A attached hereto, and, simultaneous with the execution hereof, each of the Partners shall contribute to the capital of the Partnership the amount of cash indicated on said Schedule A.


8.2 No Partner shall be obligated to make any additional capital contributions unless the Management Committee unanimously shall determine that such is required for the operation of the Partnership's business. In the event additional capital is contributed by the Partners pursuant to this SECTION 8.2, the Partners shall be obligated to contribute their pro rata portion (as determined by their respective Participating Percentage at the time of such contribution) of such additional capital requirement. No Partner shall be allowed to make any voluntary capital contributions without the prior written consent of the other Partner.


8.3 No withdrawal of capital shall be made by any Partner except with the unanimous approval of all of the members of the Management Committee, and no interest shall be paid on the capital contributed by any Partner.


8.4 If the Management Committee shall unanimously determine that additional financing is necessary or desirable, and that such financing can most advantageously be provided by loans from or guaranteed by the Partners, such loans or guarantees, as may be requested by the unanimous vote of the Management Committee, shall be provided simultaneously by each of the Partners in amounts that are in proportion to their respective Participating Percentages. The Partnership shall not accept any voluntary loans from any Partners without the prior written consent of every other non-lending Partner.


ARTICLE IX


DISTRIBUTIONS


9.1 Subject to the provisions of SECTION 9.2 below, when, in the discretion of all of the members of the Management Committee, the Partnership has cash available for distribution ("Distributions"), such funds shall be distributed among the Partners in accordance with their


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respective Partnership Percentages at the time of such Distribution. The Partnership shall comply with any federal, state, local or foreign tax withholding requirements in making such distributions.


9.2 Prior to making any annual Distributions, if any, the Partnership shall, for each taxable year in which the Partnership reports net taxable income, distribute to each Partner, no later than seventy-five days after the end of such taxable year, an amount equal to the sum of (i) the product of such Partner's taxable income as shown on its Schedule K-1 for such taxable year (such taxable income to be reduced, but not below zero, by the excess, if any, of the cumulative allocations of taxable deduction and loss pursuant to ARTICLE X to such Partner for all prior taxable years over the cumulative allocations of taxable income pursuant to ARTICLE X to such Partner for all prior taxable years), multiplied by the maximum marginal federal income tax rate in effect for such taxable year for non-S status corporations, plus (ii) an amount (which shall be proportionate as to all Partners based upon Participating Percentages) which is intended to approximate, as nearly as possible, such Partner's pro rata share (based on the taxable income shown on the Partners' Schedule K-1's) of any applicable state taxes (assuming maximum applicable tax rates for non-S status corporations) for which the Partners are responsible based on the income of the Partnership, all as determined in good faith by the unanimous determination of the Management Committee, whose determination shall be final and binding. Distributions pursuant to this SECTION 9.2 shall be treated as Distributions to each Partner for the purposes of determining the aggregate amount of available cash distributed to each Partner under SECTION 9.1 and SECTION 17.2.


ARTICLE X


ALLOCATIONS OF PROFITS AND LOSSES


Except as otherwise required by Section 704(b) of the Code, each item of the Partnership's income, gain, loss, deduction or credit from operations shall be allocated to the Partners in accordance with their Participating Percentages.


ARTICLE XI


BOOKS OF ACCOUNT AND RECORDS


Proper and complete records and books of account shall be kept by the Management Committee in which shall be entered fully and accurately all transactions and other matters relative to the Partnership's business as usually entered into records and books of account maintained by persons engaged in business of a like character. The Partnership books and records shall be kept on an accrual basis. The books and records shall at all times be open to the reasonable inspection and examination by the Partners or their duly authorized representatives during reasonable business hours. The Management Committee shall deliver to


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each Partner (i) audited financial statements for each fiscal year of the Partnership as soon as such audited statements are available, (ii) unaudited financial statements for each completed quarterly period of the Partnership and (iii) federal and state Schedule K-1's and any other tax information necessary for the preparation and timely filing of their respective federal and state income tax returns. All of the members of the Management Committee shall approve, in writing, the selection of an independent public accounting firm to render the necessary accounting and auditing services.


ARTICLE XII


FISCAL YEAR


The fiscal year of the Partnership shall be the calendar year.


ARTICLE XIII


PARTNERSHIP FUNDS


The funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest- bearing investments, as shall be designated by the Partnership. All withdrawals from any such bank accounts shall be made by the authorized agent or agents of the Partnership. Partnership funds shall be separately identifiable from those of any other person or entity.


ARTICLE XIV


MANAGEMENT OF THE PARTNERSHIP


14.1 The Management Committee shall have exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. Pursuant to the foregoing, it is hereby agreed that the Management Committee shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law and any action taken by the Management Committee shall constitute the act of and serve to bind the Partnership. In dealing with the Management Committee acting on behalf of the Partnership, no person shall be required to inquire into the authority of the Management Committee to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the Management Committee as set forth in this Agreement. Notwithstanding the foregoing or anything that may be contrary herein, Walbro shall, in its sole discretion, determine the products to be manufactured and sold by the Partnership, subject to prior consultation with IDC representatives; provided, however, in the event Walbro requires that any products be manufactured which represents a new product that


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is substantially different than any of the products set forth on Exhibit 4 and such new product requires significant capital expenditures by the Partnership, the Management Committee must unanimously determine that it is in the best interests of the Partnership to manufacture such new products. Subject to the foregoing, the unanimous approval of the Management Committee shall be required for (i) approval of any business plans, marketing plans and operating projections, (ii) any material change in the business of the Partnership, (iii) any borrowings by the Partnership in excess of $250,000 in principal amount, (iv) any material transactions between the Partnership and any Partner (or affiliate of any Partner). Furthermore, the written consent of both Partners shall be required for the consummation of (a) the admission of any additional partners, (b) any amendments to this Agreement, (c) any investment by the Partnership in another entity, (d) the sale of all or substantially all of the assets of the Partnership, (e) dissolution of the Part
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