0000950152-04-008876 Sample Contracts

DANA CORPORATION $450,000,000 5.85 % Senior Notes due 2015 Purchase Agreement
Dana Corp • December 10th, 2004 • Motor vehicle parts & accessories • New York

Dana Corporation, a Virginia corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule I hereto (the “Initial Purchasers”) for whom you are acting as Representative (the “Representative”) $450,000,000 principal amount of its 5.85% Senior Notes due 2015 (the “Notes”). The Notes will be issued pursuant to an indenture (the “Base Indenture”) to be dated as of December 10, 2004 between the Company and Citibank N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”) to be dated as of December 10, 2004 between the Company and the Trustee.

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