INVESTMENT AGREEMENTSubscription Agreement • July 31st, 2007 • Dana Corp • Motor vehicle parts & accessories • New York
INVESTMENT AGREEMENT (this “Agreement”), dated as of July 26, 2007, between Centerbridge Capital Partners, L.P., a Delaware limited partnership (“Centerbridge”), CBP Parts Acquisition Co. LLC, a newly formed Delaware limited liability company (the “Purchaser”), and Dana Corporation, a Virginia corporation (the “Company”) and debtor-in-possession under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in case No. 06-10354 (BRL) (the “Chapter 11 Case”), pending in the Bankruptcy Court.
AMENDMENT TO USW SETTLEMENT AGREEMENT DATED JULY 5, 2007 BY AND AMONG DANA CORPORATION, UNITED STEELWORKERS, AND USW LOCAL UNION 903, LOCAL UNION 9443-02 AND LOCAL UNION 113.Usw Settlement Agreement • July 31st, 2007 • Dana Corp • Motor vehicle parts & accessories
This Amendment dated July 26, 2007 to the July 5, 2007 USW Settlement Agreement (this “Amendment”), is made by and between Dana Corporation (“Dana”), on behalf of itself and its subsidiaries operating as debtors and debtors in possession (together with Dana, the “Debtors”) in the Chapter 11 Cases; and the United Steelworkers and its Local Union 903, Local Union 9443-02, and Local Union 113 (the “USW”). Each of the Debtors and the USW is referred to herein individually as a “Party,” and collectively, as the “Parties.”
AMENDMENT TO UAW SETTLEMENT AGREEMENT DATED JULY 5, 2007 BY AND AMONG DANA CORPORATION, INTERNATIONAL UNION, UAW AND ITS LOCAL UNION 282, LOCAL UNION 771, LOCAL UNION 1405, LOCAL UNION 1765, LOCAL UNION 3047, LOCAL UNION 644 AND THE UAW LOCAL UNION...Settlement Agreement • July 31st, 2007 • Dana Corp • Motor vehicle parts & accessories
This Amendment dated July 26, 2007 to the July 5, 2007 UAW Settlement Agreement (this “Amendment”), is made by and between Dana Corporation (“Dana”), on behalf of itself and its subsidiaries operating as debtors and debtors in possession (together with Dana, the “Debtors”) in the Chapter 11 Cases; and International Union, UAW and its Local Union 282, Local Union 771, Local Union 1405, Local Union 1765, Local Union 3047, Local Union 644 and the UAW Local Union representing employees at Dana’s Longview, TX facility (the “UAW”). Each of the Debtors and the UAW is referred to herein individually as a “Party,” and collectively, as the “Parties.”
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • July 31st, 2007 • Dana Corp • Motor vehicle parts & accessories • New York
The Rights Agreement, dated as of April 25, 1996, as amended (the “Rights Agreement”), by and between Dana Corporation, a Virginia corporation (the “Company”), and The Bank of New York, as Rights Agent, is hereby amended as follows (this “Amendment”). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Rights Agreement.
THIS AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN. SUCH OFFER OR SOLICITATION ONLY WILL BE MADE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY...Plan Support Agreement • July 31st, 2007 • Dana Corp • Motor vehicle parts & accessories • New York
This Amended Plan Support Agreement (this “Agreement”), is entered into as of July 26, 2007, by and among Dana Corporation (“Dana”), on behalf of itself and its subsidiaries operating as debtors and debtors-in-possession (together with Dana, the “Debtors”) in the Chapter 11 Cases (as defined below); the United Steelworkers (the “USW”); the International Union, UAW (the “UAW”); Centerbridge Capital Partners, L.P. on behalf of itself and its affiliates (“Centerbridge”); and the creditors set forth on Exhibit A hereto (collectively, the “Supporting Creditors”). Each of the Debtors, the USW, the UAW, Centerbridge and the Supporting Creditors is referred to herein individually as a “Party,” and collectively, as the “Parties”. As used herein, the words “this Agreement”, “hereto”, “hereunder” and words of like import shall mean this Agreement.
