Dana Holding Corporation Underwriting AgreementDana Holding Corp • August 5th, 2013 • Motor vehicle parts & accessories • New York
Dana Holding Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and 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 5.375% Senior Notes due 2021 (the “2021 Notes”) and of its 6.000% Senior Notes due 2023 (the “2023 Notes,” and together with the 2021 Notes, the “Securities”) as set forth in Schedule I hereto, to be issued under an indenture (the “Base Indenture”) dated as of January 28, 2011, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a second supplemental indenture dated as of August 2, 2013 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to the Base Indenture. To the extent there are no additional Underwriters listed on Schedule II other than you,
