Dana Holding Corporation Underwriting AgreementUnderwriting Agreement • January 31st, 2011 • 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 sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its 6.500% Senior Notes due 2019 (the “2019 Notes”) and of its 6.750% Senior Notes Due 2021 (the “2021 Notes,” and together with the 2019 Notes, the “Securities”) as set forth in Schedule I hereto, to be issued under an indenture (the “Indenture”) dated as of January 28, 2011, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base
