1 Exhibit 4-B-1 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 12th, 1998 • Dana Corp • Motor vehicle parts & accessories • New York
December 12, 1998 Southwood J. Morcott Dana Corporation 4500 Dorr Street Toledo, OH 43615 Dear Mr. Morcott: The Corporation is on this date entering into an amended and restated employment agreement with you (the Employment Agreement). As a separate...Employment Agreement • March 14th, 2000 • Dana Corp • Motor vehicle parts & accessories
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated as of May 3, 1998, between Echlin Inc., a Connecticut corporation...Stock Option Agreement • May 4th, 1998 • Dana Corp • Motor vehicle parts & accessories • Connecticut
EXHIBIT 4 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Common Stock, par value $2.00 per share, of Standard Motor Products, Inc. is, and any amendment thereto signed by each of...Joint Filing Agreement • July 8th, 2003 • Dana Corp • Motor vehicle parts & accessories
The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Common Stock, par value $2.00 per share, of Standard Motor Products, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT 1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 8th, 2003 • Dana Corp • Motor vehicle parts & accessories • Ohio
1 Exhibit 1-B-1 DANA CORPORATION (a Virginia corporation) -- -- -- -- -- -- -- -- $250,000,000 6-1/4% Notes due 2004 $350,000,000 6-1/2% Notes due 2009 $400,000,000 7% Notes due 2029 -- -- -- -- -- -- -- -- Terms AGREEMENTTerms Agreement • March 2nd, 1999 • Dana Corp • Motor vehicle parts & accessories • New York
EXHIBIT 10-J(3) EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 1998 • Dana Corp • Motor vehicle parts & accessories • Ohio
1 Exhibit 4-B-1 SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 2nd, 1999 • Dana Corp • Motor vehicle parts & accessories • New York
INDENTUREIndenture • May 7th, 2002 • Dana Corp • Motor vehicle parts & accessories • New York
BETWEENChange of Control Agreement • February 25th, 2004 • Dana Corp • Motor vehicle parts & accessories • Ohio
BETWEENEmployment Agreement • February 25th, 2004 • Dana Corp • Motor vehicle parts & accessories • Ohio
1 EXHIBIT 10-E EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2001 • Dana Corp • Motor vehicle parts & accessories • Ohio
BETWEENEmployment Agreement • February 25th, 2004 • Dana Corp • Motor vehicle parts & accessories • Ohio
Exhibit 10-U(1) **** indicates where a confidential portion has been omitted and filed separately with the Commission THIS SALE AND PURCHASE AGREEMENT is made on March 10, 2005 (this AGREEMENT). BETWEEN (1) DONGFENG MOTOR CO., LTD., a Sino-Japanese...Sale and Purchase Agreement • May 6th, 2005 • Dana Corp • Motor vehicle parts & accessories • Hong Kong
EXHIBIT 10-V HUMAN RESOURCES MANAGEMENT AND ADMINISTRATION MASTER SERVICES AGREEMENTMaster Services Agreement • May 6th, 2005 • Dana Corp • Motor vehicle parts & accessories • Ohio
Dana Incorporated 5.375% Senior Notes due 2027 Underwriting AgreementUnderwriting Agreement • November 20th, 2019 • Dana Inc • Motor vehicle parts & accessories • New York
This free writing prospectus relates to the offering by Dana Incorporated of $300.0 million aggregate principal amount of 5.375% Senior Notes due 2027 and should be read together with the preliminary prospectus supplement, dated November 5, 2019 (the “Preliminary Prospectus Supplement”), filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, including the documents incorporated therein by reference, and the related base prospectus, dated November 5, 2019, forming a part of Registration Statement No. 333-234507.
April 12, 2004 Mr. William J. Carroll 418 Riverside Drive Rossford, OH 43640 Dear Bill: This letter, when executed by both parties, shall constitute an Agreement between Dana Corporation ("Dana") and you regarding monies, benefits and other...Retirement Agreement • July 26th, 2004 • Dana Corp • Motor vehicle parts & accessories • Ohio
BY AND AMONGMerger Agreement • May 4th, 1998 • Dana Corp • Motor vehicle parts & accessories • Connecticut
AMENDMENT NO. 1 TO THE STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • November 2nd, 2004 • Dana Corp • Motor vehicle parts & accessories
Dana Incorporated 5.625% Senior Notes due 2028 Underwriting AgreementUnderwriting Agreement • June 19th, 2020 • Dana Inc • Motor vehicle parts & accessories • New York
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Dana Holding Corporation Underwriting AgreementUnderwriting Agreement • December 9th, 2014 • Dana Holding Corp • Motor vehicle parts & accessories • New York
Dana Holding Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, the principal amount of its 5.500% Senior Notes due 2024 (the “Securities”) as set forth in Schedule I hereto, to be issued under an indenture (the “Base Indenture”) dated as of January 28, 2011, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a third supplemental indenture dated as of December 9, 2014 (the “Supplemental Indenture” and, the Base Indenture, as modified by the Supplemental Indenture, the “Indenture”) to the Base Indenture. To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representative as used herein shall mean you, as Underwriters, and the ter
Dana Incorporated 4.500% Senior Notes due 2032 Underwriting AgreementUnderwriting Agreement • November 17th, 2021 • Dana Inc • Motor vehicle parts & accessories • New York
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
DANA INCORPORATED, Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee SIXTH SUPPLEMENTAL INDENTURE 5.625% Senior Notes Due 2028 Dated as of June 19, 2020Indenture • June 19th, 2020 • Dana Inc • Motor vehicle parts & accessories • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 19, 2020, by and between Dana Incorporated, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
SELLER NOTESubordinated Promissory Note • July 8th, 2003 • Dana Corp • Motor vehicle parts & accessories • New York
DANA FINANCING LUXEMBOURG S.À R.L., Issuer DANA INCORPORATED, Guarantor and WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee INDENTURE 5.750% Senior Notes due 2025 Dated as of April 4, 2017Indenture • April 4th, 2017 • Dana Inc • Motor vehicle parts & accessories • New York
INDENTURE (this “Indenture”) dated as of April 4, 2017, by and among Dana Financing Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) governed by the laws of Grand Duchy of Luxembourg, having its registered office at 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 205146 (the “Issuer”), Dana Incorporated, a Delaware corporation, having its principal business office at 3939 Technology Drive, Maumee, Ohio 43537 (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
250,000,000 10 1/8% Notes due 2010Purchase Agreement • July 19th, 2002 • Dana Corp • Motor vehicle parts & accessories • New York
RECITALSSeparation Agreement • November 9th, 2004 • Dana Corp • Motor vehicle parts & accessories • Ohio
DANA HOLDING CORPORATION and U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of , ___ Providing for Issuance of Senior Debt Securities in SeriesIndenture • September 2nd, 2009 • Dana Holding Corp • Motor vehicle parts & accessories • New York
THIS INDENTURE between DANA HOLDING CORPORATION, a Delaware corporation (hereinafter called the “Company”) having its principal office at 3939 Technology Drive, Maumee, Ohio 43697, and U.S. BANK NATIONAL ASSOCIATION, as trustee (hereinafter called the “Trustee”), is made and entered into as of , ___.
DANA FINANCING LUXEMBOURG S.À R.L., Issuer DANA INCORPORATED, Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee and ELAVON FINANCIAL SERVICES DAC, Paying Agent, Registrar and Transfer Agent INDENTURE 3.000% Senior Notes due 2029 Dated as of...Indenture • May 28th, 2021 • Dana Inc • Motor vehicle parts & accessories • New York
INDENTURE (this “Indenture”) dated as of May 28, 2021, by and among Dana Financing Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) governed by the laws of Grand Duchy of Luxembourg, having its registered office at 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 205146 (the “Issuer”), Dana Incorporated, a Delaware corporation, having its principal business office at 3939 Technology Drive, Maumee, Ohio 43537 (the “Company”), Wells Fargo Bank, National Association, a national banking association, not in its individual capacity, but solely as trustee (the “Trustee”), and Elavon Financial Services DAC. as Paying Agent, Registrar and Transfer Agent.
DANA HOLDING CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of , Providing for Issuance of Subordinated Debt Securities in SeriesIndenture • January 24th, 2011 • Dana Holding Corp • Motor vehicle parts & accessories • New York
THIS INDENTURE between DANA HOLDING CORPORATION, a Delaware corporation (hereinafter called the “Company”) having its principal office at 3939 Technology Drive, Maumee, Ohio 43697, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (hereinafter called the “Trustee”), is made and entered into as of , .
EXHIBIT 2-A STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN AAG OPCO CORP.Stock and Asset Purchase Agreement • July 26th, 2004 • Dana Corp • Motor vehicle parts & accessories • New York
575,000,000 9% Notes due 2011 E 200,000,000 9% Notes due 2011Purchase Agreement • December 27th, 2001 • Dana Corp • Motor vehicle parts & accessories • New York
WITNESSETH ----------Collateral Assignment Split-Dollar Insurance Agreement • March 1st, 2001 • Dana Corp • Motor vehicle parts & accessories • Ohio
Dana – Amendment No. 1]Revolving Credit and Guaranty Agreement • August 18th, 2017 • Dana Inc • Motor vehicle parts & accessories • New York
CREDIT AND GUARANTY AGREEMENT (this “Agreement”) dated as of August 17, 2017 among DANA INCORPORATED (formerly known as Dana Holding Corporation), a Delaware corporation (the “Borrower”), and each of the direct and indirect subsidiaries of the Borrower signatory hereto (each, a “Guarantor”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “Guarantors”), the banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and collectively with any other person that becomes a Lender hereunder pursuant to Section 9.07 or to Amendment No. 1 (as defined below), the “Lenders”), CITIBANK, N.A. (“CITI”), as administrative agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined), CITI, as collateral agent (or any successor appointed pursuant to Article VII, the “Collateral Agent”) for the Lender
ContractCredit and Guaranty Agreement • March 16th, 2023 • Dana Inc • Motor vehicle parts & accessories • New York
AMENDMENT NO. 6 TO CREDIT AND GUARANTY AGREEMENT dated as of March 14, 2023 (this “Amendment”) among Dana Incorporated, a Delaware corporation (“Dana”), Dana International Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B124210 (“DIL” and collectively with Dana, the “Borrowers”), the guarantors listed on the signature pages hereto (the “Guarantors” and “Grantors”), Citibank, N.A., as administrative agent and collateral agent (in such capacities, respectively, the “Administrative Agent” and “Collateral Agent”) and the other Lenders and Issuing Banks party hereto.
