DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 6th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • Delaware
This Director and Officer Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Dana Holding Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
TERM FACILITY CREDIT AND GUARANTY AGREEMENT Dated as of January 31, 2008 Among DANA HOLDING CORPORATION, as Borrower and THE GUARANTORS PARTY HERETO, and CITICORP USA, INC. as Administrative Agent and Collateral Agent and THE INITIAL LENDERS AND THE...Term Facility Credit and Guaranty Agreement • February 6th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • New York
TERM FACILITY CREDIT AND GUARANTY AGREEMENT (this “Agreement”) dated as of January 31, 2008 among 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 Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and collectively with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), Citicorp USA, Inc. (“CUSA”), as administrative agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lenders and the other Secured Parties (each as hereinafter defined), CUSA as collateral agent (or any successor appointed pursuant to Article VII, the “Collateral Agent”) for
SHAREHOLDERS AGREEMENTShareholders Agreement • February 6th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • Delaware
SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of January 31, 2008, among Dana Holding Corporation, a Delaware corporation (the “Company”), 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, together with Centerbridge, Strategic any respective Qualified Purchaser Transferee thereof, a “Purchaser”).
TERM FACILITY SECURITY AGREEMENT Dated as of January 31, 2008 From DANA HOLDING CORPORATION, — and — the other Grantors referred to herein as Grantors to CITICORP USA, INC., as Collateral AgentTerm Facility Security Agreement • February 6th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • New York
TERM FACILITY SECURITY AGREEMENT, dated as of January 31, 2008 (this “Agreement”), made by DANA HOLDING CORPORATION (the “Borrower”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 24) (the Borrower, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to CITICORP USA, INC., as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article VII of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
DANA HOLDING CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • New York
WHEREAS, each Investor has, pursuant to the terms of the Investment Agreement, dated as of July 26, 2007, by and among the Company, Centerbridge and the CBP Parts Acquisition Co. LLC, as assigned by CBP Parts Acquisition Co. LLC in full and by Centerbridge in part to each of the Investors, (the “Investment Agreement”), agreed to purchase shares of (i) 4.0% Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”) and (ii) 4.0% Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series B Preferred Stock”); and
REVOLVING FACILITY SECURITY AGREEMENT Dated as of January 31, 2008 From DANA HOLDING CORPORATION, — and — the other Grantors referred to herein as Grantors to CITICORP USA, INC., as Collateral AgentRevolving Facility Security Agreement • February 6th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • New York
REVOLVING FACILITY SECURITY AGREEMENT, dated as of January 31, 2008 (this “Agreement”), made by DANA HOLDING CORPORATION (the “Borrower”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 25) (the Borrower, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to CITICORP USA, INC., as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article VII of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) among each purchaser of 4.0% Series B Convertible Preferred Stock that is a Qualified Investor (as defined in the hereinafter defined Chapter 11 Plan) (collectively, the “Investors”) and the corporation (the “Company”) that will be a successor to Dana Corporation, a Virginia corporation (“Dana”), under the chapter 11 plan of reorganization of Dana and its debtor subsidiaries and affiliates that commenced jointly administered cases under chapter 11 of Title 11 of the United States Code (the “Chapter 11 Plan”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 6th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • New York
This INTERCREDITOR AGREEMENT, dated as of January 31, 2008 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time by the parties hereto, this “Agreement”), is entered into among Citicorp USA, Inc. (“CUSA”), as Term Facility Collateral Agent (as defined below) and as Term Facility Administrative Agent (as defined below), and CUSA, as Revolving Facility Collateral Agent (as defined below) and as Revolving Facility Administrative Agent (as defined below), and Dana Holding Corporation, a Delaware corporation (the “Borrower”), for itself and on behalf of each Guarantor (as defined in the Credit Agreement referred to below).
REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of January 31, 2008 Among DANA HOLDING CORPORATION, as Borrower and THE GUARANTORS PARTY HERETO, and CITICORP USA, INC., as Administrative Agent and Collateral Agent and CITICORP USA, INC., and JPMORGAN...Revolving Credit and Guaranty Agreement • February 6th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • New York
REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Agreement”) dated as of January 31, 2008 among 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 Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and collectively with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), Citicorp USA, Inc. (“CUSA”), 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), CUSA as collateral agent (or any successor appointed pursuant to Article VII, the “Collateral Agent”)
