ASSIGNMENT AND ASSUMPTION
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THIS ASSIGNMENT AND ASSUMPTION ("Assignment") is dated September 10, 2007
(the "Effective Date"), between CBP Parts Acquisition Co. LLC, a Delaware
limited liability company ("Assignor"), Centerbridge Capital Partners, L.P, a
Delaware limited partnership, ("Centerbridge"), Centerbridge Capital Partners
Strategic, L.P, a Delaware limited partnership ("Strategic") and Centerbridge
Capital Partners SBS, L.P., a Delaware limited partnership ("SBS" and,
collectively with Centerbridge and Strategic, the "Assignees").
W I T N E S S E T H
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WHEREAS, pursuant to that certain Investment Agreement dated as of July 26,
2007 (the "Investment Agreement") among Assignor, Centerbridge and Xxxx
Corporation, Assignor has agreed to purchase shares of the capital stock of a
corporation that will be Xxxx Corporation's successor for certain Bankruptcy
Code purposes ("New Xxxx");
WHEREAS, Assignor desires to assign its rights to purchase such shares
under the Investment Agreement and Assignees desire to assume such rights
pursuant to Section 8.2 of the Investment Agreement; and
WHEREAS, Centerbridge desires to assign its rights under the Investment
Agreement to designate two members of New Dana's board of directors to Strategic
and SBS.
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. (a) Assignor hereby assigns, sets over and transfers unto Assignees all
of the right, title and interest of Assignor in, to and under the Investment
Agreement, including, without limitation, all of the right, title and interest
of Assignor to purchase shares of the capital stock of New Xxxx in accordance
with the proportions set forth on Exhibit A hereto, (b) Centerbridge hereby
assigns, sets over and transfers unto Strategic its right pursuant to Section
5.3(k)(i) of the Investment Agreement to appoint one member of New Dana's board
of directors, (c) Centerbridge hereby assigns, sets over and transfers unto SBS
its right pursuant to Section 5.3(k)(i) of the Investment Agreement to appoint
one member of New Dana's board of directors, and (c) Assignee hereby accepts the
within assignment and assumes and agrees with Assignor and Centerbridge to
perform and comply with and to be bound by all the terms, covenants, agreements,
provisions and conditions of the Investment Agreement on the part of Assignor,
and, solely with respect to obligations of Centerbridge assigned pursuant to
clauses (b) and (c) above, on the part of Centerbridge, to be performed on or
after the Effective Date (the "Assumed Obligations"), in the same manner and
with the same force and effect as if Assignee or Centerbridge, as applicable,
had originally executed the Investment Agreement, whereupon Assignor shall be
released from any further obligation or liability under the Investment Agreement
with respect to the Assumed Obligations from and after the date hereof.
2. This Assignment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
3. This Assignment is made without recourse, representation or warranty
whatsoever, express or implied, except as expressly provided in the Investment
Agreement.
4. This Assignment shall be construed and enforced in accordance with the
laws of State of New York, without regard to principles of conflict of law.
5. This Assignment may be executed in one or more counterparts, each of
which when so executed and delivered shall be deemed an original, but all of
which taken together shall constitute but one and the same instrument.
6. This Assignment, together with the Investment Agreement, sets forth the
entire agreement of the parties hereto with respect to the subject matter hereof
and may not be altered, amended, changed, waived, terminated or modified in any
respect or particular unless the same shall be in writing and signed by each of
the parties hereto.
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IN WITNESS WHEREOF, the Assignor and Assignees have duly executed this
instrument as of the first day above written.
ASSIGNOR:
CBP PARTS ACQUISITION CO. LLC
By: Centerbridge Capital Partners, L.P.,
its member owning a majority of its interests
By: Centerbridge Associates, L.P., its
General Partner
By: Centerbridge GP Investors, LLC, its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Person
ASSIGNEE:
CENTERBRIDGE CAPITAL PARTNERS, L.P.
By: Centerbridge Associates, L.P., its
General Partner
By: Centerbridge GP Investors, LLC, its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Person
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
By: Centerbridge Associates, L.P., its
General Partner
By: Centerbridge GP Investors, LLC, its
General Partner
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By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Person
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
By: Centerbridge Associates, L.P., its
General Partner
By: Centerbridge GP Investors, LLC, its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Person
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Schedule A
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Assignee Percentage
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Centerbridge Capital Partners, L.P. 95%
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Centerbridge Capital Partners Strategic, L.P. 3%
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Centerbridge Capital Partners SBS, L.P. 2%
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