EX-10.Y



 







Exhibit 10-Y




EXECUTION VERSION




 

 






MASTER SHARE PURCHASE AGREEMENT




RELATING TO THE DISSOLUTION OF THE SPICER JOINT VENTURE




by and among




DESC AUTOMOTRIZ, S.A. DE C.V.,




INMOBILIARIA UNIK, S.A. DE C.V.,




SPICER, S.A. DE C.V.,




DANA CORPORATION,




and




DANA HOLDINGS MEXICO, S. DE R.L. DE C.V.




Dated as of May 31, 2006




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I

	DEFINITIONS AND PRINCIPLES OF INTERPRETATION

	Section 1.1

	 	Definitions
	 	 	4	 
	Section 1.2

	 	Rules of Construction
	 	 	19	 
	Section 1.3

	 	Accounting Principles
	 	 	20	 
	Section 1.4

	 	Governing Law
	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE II

	PURCHASE AND SALE

	Section 2.1

	 	Purchase and Sale of Dana JV Shares and Dana Target Shares
	 	 	20	 
	Section 2.2

	 	Dana Account
	 	 	21	 
	Section 2.3

	 	Closing
	 	 	21	 
	Section 2.4

	 	Acknowledgements
	 	 	22	 
	Section 2.5

	 	Transfer of Title of Purchased Shares
	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE III

	PURCHASE PRICE

	Section 3.1

	 	Purchase Price
	 	 	23	 
	Section 3.2

	 	Purchase Price Adjustment
	 	 	24	 
	Section 3.3

	 	Purchase Price Adjustment and Allocation
	 	 	30	 
	Section 3.4

	 	Past Due Interest
	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	REPRESENTATIONS AND WARRANTIES OF THE DANA PARTIES

	Section 4.1

	 	Incorporation and Registration
	 	 	30	 
	Section 4.2

	 	Dana JV Shares
	 	 	30	 
	Section 4.3

	 	Litigation
	 	 	31	 
	Section 4.4

	 	Enforceability of Obligations
	 	 	31	 
	Section 4.5

	 	Absence of Conflicting Agreements
	 	 	31	 
	Section 4.6

	 	Approvals
	 	 	31	 
	Section 4.7

	 	No Broker
	 	 	32	 
	Section 4.8

	 	Sufficiency of Financial Resources
	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE V

	REPRESENTATIONS AND WARRANTIES OF THE DESC PARTIES

	Section 5.1

	 	Incorporation and Registration
	 	 	32	 






i









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 5.2

	 	Dana Target Shares
	 	 	32	 
	Section 5.3

	 	Indebtedness
	 	 	34	 
	Section 5.4

	 	Litigation
	 	 	34	 
	Section 5.5

	 	Financial Statements
	 	 	34	 
	Section 5.6

	 	Enforceability of Obligations
	 	 	35	 
	Section 5.7

	 	Absence of Conflicting Agreements
	 	 	35	 
	Section 5.8

	 	Approvals
	 	 	35	 
	Section 5.9

	 	No Broker
	 	 	35	 
	Section 5.10

	 	Sufficiency of Financial Resources
	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	NON-WAIVER; SURVIVAL

	Section 6.1

	 	Non-Waiver
	 	 	35	 
	Section 6.2

	 	Nature and Survival
	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	COVENANTS OF THE PARTIES

	Section 7.1

	 	Conduct of the Business
	 	 	36	 
	Section 7.2

	 	Covenants Related to Chapter 11 Case
	 	 	39	 
	Section 7.3

	 	General Covenants Regarding Conditions Precedent
	 	 	40	 
	Section 7.4

	 	Sale and Purchase of Real Property
	 	 	40	 
	Section 7.5

	 	Water Rights Assignment Agreements
	 	 	41	 
	Section 7.6

	 	Payment of Indebtedness and Certain Related Actions
	 	 	41	 
	Section 7.7

	 	Cash Settlements and Hybrid Loans
	 	 	42	 
	Section 7.8

	 	Capitalization and Assignment of Inter-Company Debt.
	 	 	43	 
	Section 7.9

	 	Spicer and JV Subsidiaries Resolutions
	 	 	44	 
	Section 7.10

	 	Books and Records
	 	 	44	 
	Section 7.11

	 	Confidentiality
	 	 	45	 
	Section 7.12

	 	Tax Returns; Cooperation and Exchange of Information
	 	 	46	 
	Section 7.13

	 	Other Taxes and Expenses
	 	 	47	 
	Section 7.14

	 	Filings with Governmental Authorities
	 	 	47	 
	Section 7.15

	 	Forjas Tlaxcala Facility
	 	 	48	 
	Section 7.16

	 	ENCO, Tremec and Autoprecisa Remediations
	 	 	48	 






ii









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 7.17

	 	Transfer and Termination of Certain Employees
	 	 	50	 
	Section 7.18

	 	Non-Solicitation
	 	 	51	 
	Section 7.19

	 	Transfer of Pension Funds of Transferred Employees
	 	 	52	 
	Section 7.20

	 	JV Agreement and Management Services Agreement
	 	 	52	 
	Section 7.21

	 	Use of Dana Trade Names
	 	 	52	 
	Section 7.22

	 	Termination of Agreements.
	 	 	52	 
	Section 7.23

	 	Acknowledgment and Releases
	 	 	53	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	CONDITIONS TO CLOSING

	Section 8.1

	 	General
	 	 	53	 
	Section 8.2

	 	Conditions to Obligations of all Parties
	 	 	53	 
	Section 8.3

	 	Additional Conditions Precedent of the Desc Parties
	 	 	55	 
	Section 8.4

	 	Additional Conditions Precedent of Dana and Dana Mexico
	 	 	57	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	INDEMNIFICATION

	Section 9.1

	 	Indemnification by Dana Mexico
	 	 	58	 
	Section 9.2

	 	Indemnification by the Spicer
	 	 	60	 
	Section 9.3

	 	Indemnification for Claims Related to AMSA
	 	 	61	 
	Section 9.4

	 	Notice of Pre-Closing Third Party Claims Presented Post-Closing
	 	 	61	 
	Section 9.5

	 	Conduct of Pre-Closing Claims Presented Pre-Closing.
	 	 	62	 
	Section 9.6

	 	Defense of Pre-Closing Third Party Claims Presented Post-Closing
	 	 	62	 
	Section 9.7

	 	Assistance for Third Party Claims
	 	 	62	 
	Section 9.8

	 	Settlement of Third Party Claims
	 	 	63	 
	Section 9.9

	 	Direct Claims
	 	 	63	 
	Section 9.10

	 	Failure to Give Timely Notice
	 	 	63	 
	Section 9.11

	 	Reductions and Subrogation
	 	 	64	 
	Section 9.12

	 	Tax Effect
	 	 	64	 
	Section 9.13

	 	Mitigation of Damages
	 	 	64	 
	Section 9.14

	 	Payment and Interest
	 	 	65	 
	Section 9.15

	 	Limitation
	 	 	65	 






iii









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 
	ARTICLE X

	MISCELLANEOUS

	Section 10.1
Section 10.2
Section 10.3
Section 10.4
Section 10.5
Section 10.6
Section 10.7
Section 10.8
Section 10.9
Section 10.10
Section 10.11
Section 10.12
Section 10.13
Section 10.14

	 	Termination Events

Public Notices

Expenses

Notices

Assignment

Further Assurances

Limitations on Remedies

Counterparts

Dispute Resolution

 No Third Party Beneficiary

 Partial Invalidity

 Desc Parties Guarantor

 Dana Parties Guarantor

 Prior Agreements
	 	66

66

66

66

68

68

68

69

69

71

71

71

71

71







iv









 







LIST OF EXHIBITS AND SCHEDULES




	 	 	 	 	 
	EXHIBITS	 	 	 	 
	Exhibit A

	 	—
	 	Adjusted Net Working Capital Amounts; Projected AMSA ANWC; Projected Desc Target ANWC; Projected
Remaining Dana Target ANWC
	Exhibit B

	 	—
	 	Environmental Legislation
	Exhibit C

	 	—
	 	Form of IT Agreement
	Exhibit D

	 	—
	 	Form of Receipt and Release Letter
	Exhibit E

	 	—
	 	Form of Release Agreement
	Exhibit F

	 	—
	 	Form of Software License Agreement
	Exhibit G

	 	—
	 	Form of Amended TSP License Agreement
	Exhibit H

	 	—
	 	Form of Water Rights Assignment Agreements
	Exhibit I

	 	—
	 	Form of TF Victor Trademark Agreement
	Exhibit J

	 	—
	 	Form of TSA Agreement
	Exhibit K

	 	—
	 	Form of Desc Automotriz Promissory Note
	Exhibit L

	 	—
	 	Form of TTSP Facility Sale and Purchase Deed
	Exhibit M

	 	—
	 	Form of TF Victor Facility Sale and Purchase Deed
	Exhibit N

	 	—
	 	Form of Etrac Facility Sale and Purchase Deed
	Exhibit O

	 	—
	 	Form of Cardanes Facility Sale and Purchase Deed
	Exhibit P

	 	—
	 	Form of AMSA Facility Sale and Purchase Deed
	Exhibit Q-1

	 	—
	 	Form of Cedei Facility Sale and Purchase Deed
	Exhibit Q-2

	 	—
	 	Cedei Facility Equipment
	Exhibit R

	 	—
	 	Scope of Phase One Environmental Study
	Exhibit S

	 	—
	 	Form of Acknowledgment and Release
	Exhibit T

	 	—
	 	Payments Out of Estimated Desc Cash
	Exhibit U

	 	—
	 	Payments Out of Estimated Dana Cash
	Exhibit V

	 	—
	 	Form of Securities Agreements
	Exhibit W

	 	—
	 	Form of Termination, Release and Joinder Agreement to the License and Technical Assistance
Agreement
	Exhibit X

	 	—
	 	Form of Dana Targets Debt Assignment Agreements






	 	 	 	 	 
	SCHEDULES	 	 	 	 
	Schedule 1.1

	 	—
	 	Product Warranty Reserves
	Schedule 2.2-A

	 	—
	 	Dana Account (Activities)
	Schedule 2.2-B

	 	—
	 	Dana Account (Projects)
	Schedule 5.3

	 	—
	 	Indebtedness
	Schedule 5.4

	 	—
	 	Litigation
	Schedule 5.5(b)

	 	—
	 	Financial Statements
	Schedule 7.1(b)(xix)

	 	—
	 	Severance and Termination Payments
	Schedule 7.1(b)(xxi)

	 	—
	 	Capital Expenditures
	Schedule 7.6(b)

	 	—
	 	Dana Target GE Agreements
	Schedule 7.6(c)

	 	—
	 	Comerica Letters of Credit






v









 






	 	 	 	 	 
	Schedule 7.6(e)

	 	—
	 	Dana Target Bonds
	Schedule 7.15(a)

	 	—
	 	Tlaxcala Assets
	Schedule 7.16(a)-A

	 	—
	 	ENCO Remediation
	Schedule 7.16(a)-B

	 	—
	 	ENCO Remediation Plan
	Schedule 7.16(b)

	 	—
	 	Tremec Remediation
	Schedule 7.16(f)

	 	—
	 	Environmental Consultants
	Schedule 7.17(a)

	 	—
	 	Transferred Employees
	Schedule 7.17(e)

	 	—
	 	Terminated Employees
	Schedule 7.22(a)

	 	—
	 	Debtor Assumed Agreements
	Schedule 7.22(b)

	 	—
	 	Non-Assumed Non-Terminated Agreements
	Schedule 7.23

	 	—
	 	Third Party Contracts
	Schedule 8.2(e)

	 	—
	 	Pre-Petition Claims
	Schedule 8.2(k)

	 	—
	 	Third Party Consents
	Schedule 8.3(i)

	 	—
	 	Officers and Directors Resignations — Desc Targets
	Schedule 8.4(h)

	 	—
	 	Officers and Directors Resignations — Dana Targets







vi









 







MASTER SHARE PURCHASE AGREEMENT RELATING

TO THE DISSOLUTION OF THE SPICER JOINT VENTURE




     THIS MASTER SHARE PURCHASE AGREEMENT RELATING TO THE DISSOLUTION OF THE SPICER JOINT VENTURE,
is made as of the 31st day of May, 2006 by and among:



     DESC AUTOMOTRIZ, S.A. DE C.V., a corporation governed by the laws of the United Mexican States
(“Desc Automotriz”);



     SPICER, S.A. DE C.V., a corporation governed by the laws of the United Mexican States
(“Spicer”);



     INMOBILIARIA UNIK, S.A. DE C.V., a corporation governed by the laws of the United Mexican
States (“Inmobiliaria Unik” and together with Desc Automotriz and Spicer, the “Desc Parties”);



     DANA CORPORATION, a corporation governed by the laws of the Commonwealth of Virginia, United
States of America (“Dana”); and



     DANA HOLDINGS MEXICO, S. DE R.L. DE C.V., a corporation governed by the laws of the United
Mexican States (“Dana Mexico” and together with Dana, the “Dana Parties”).



RECITALS





	(A)	 	WHEREAS, Dana and Desc Automotriz (formerly known as UNIK, S.A. de C.V.) are both parties to
that certain Spicer, S.A. de C.V. Shareholders Agreement, dated as of May 19, 2000 (the “JV
Agreement”), which superseded the agreement dated January 1, 1995, pursuant to which Dana and
Desc Automotriz have for many years been Shareholders (as defined below) of Spicer;
	 
	(B)	 	WHEREAS, Spicer is a holding Company (as defined below) engaged, through its Subsidiaries (as
defined below), in the business of manufacturing and selling auto parts and components in the
United Mexican States;
	 
	(C)	 	WHEREAS, Dana is the legal owner of, and has full and unencumbered title to 48.803% of the
issued and outstanding shares of Spicer, consisting of 5,329,801,806 shares (the “Dana JV
Shares”);
	 
	(D)	 	WHEREAS Desc Automotriz is the legal owner of, and has full and unencumbered title to 51.193%
of the issued and outstanding shares of Spicer, consisting of 5,590,883,458 shares (“Desc
Automotriz JV Shares”);
	 
	(E)	 	WHEREAS, the Subsidiaries of Spicer are all of the following corporations (collectively, the
“JV Subsidiaries”): Ejes Tractivos, S.A. de C.V. (“Etrac”), Cardanes, S.A. de C.V.
(“Cardanes”), Forjas Spicer, S.A. de C.V. (“Forjas”), Autometales, S.A. de C.V.





 









 





	 	 	(“AMSA”), T.F. Victor, S.A. de C.V. (“TF Victor”), Direcspicer, S.A. de C.V. (“Direcspicer”),
Corporación Inmobiliaria de Mexico, S.A. de C.V. (“Corporación Inmobiliaria”), Engranes
Cónicos, S.A. de C.V. (“ENCO”), Transmisiones TSP, S.A. de C.V. (“TTSP”), Villa Industrial,
S.A. de C.V. (“Villa Industrial”), Spicer Servicios, S.A. de C.V. (“Spicer Servicios”), and
Transmisiones y Equipos Mecánicos, S.A. de C.V. (“Tremec”), all the foregoing of which are
organized under the laws of Mexico (as defined below), and Transmission Technologies
Corporation (“TTC”), which is organized under the laws of the State of Michigan;
	 
	(F)	 	WHEREAS, Desc Automotriz and Dana have concluded and agreed that it is in their mutual best
interests to terminate their joint venture association in Spicer by (i) Desc Automotriz
becoming the direct owner of 99.996% owner of Spicer and the indirect owner of the following
JV Subsidiaries (Spicer and such JV Subsidiaries together, the “Desc Targets”): Tremec, TF
Victor, TTSP, TTC, and Villa Industrial; and (ii) Dana, directly or indirectly, becoming the
100% owner of the remaining JV Subsidiaries (such remaining JV Subsidiaries together, the
“Dana Targets”), as follows: Etrac, ENCO, Cardanes, AMSA, Forjas, Direcspicer, Spicer
Servicios and Corporación Inmobiliaria, in each case on the terms and subject to the
conditions set forth herein;
	 
	(G)	 	WHEREAS, Inmobiliaria Unik is a wholly-owned Subsidiary of Desc Automotriz;
	 
	(H)	 	WHEREAS, Spicer is the legal owner of, and has full and unencumbered title to 67.35% of the
issued and outstanding shares of AMSA, as follows: 40,429,324 shares, consisting of 17,216
Series A shares, 11,477 Series B shares, 35,999,999 Series A-1, and 4,400,632 Series B-1
shares; Desc Automotriz is the legal owner of, and has full and unencumbered title to 32.64%
of the issued and outstanding shares of AMSA, as follows: 19,599,367 Series B-1 Shares; and
Inmobiliaria Unik is the legal owner of, and has full and unencumbered title to 0.01% of the
issued and outstanding shares of AMSA, as follows: 2 shares, consisting of 1 Series A-1 share,
and 1 Series B-1 share (together the “AMSA Shares”);
	 
	(I)	 	WHEREAS, Spicer is the legal owner of, and has full and unencumbered title to 99.99% of the
issued and outstanding shares of Cardanes, as follows: 69,999,998 shares, consisting of 30,000
Series A shares, 19,999 Series B shares, 41,969,999 Series A-1 shares, and 27,980,000 Series
B-1 shares; and Inmobiliaria Unik is the legal owner of, and has full and unencumbered title
to 0.01% of the issued and outstanding shares of Cardanes, as follows: 2 shares consisting of
1 Series B share and 1 Series A-1 share (together, the “Cardanes Shares”);
	 
	(J)	 	WHEREAS, Spicer is the legal owner of, and has full and unencumbered title to 99.99% of the
issued and outstanding shares of Direcspicer, as follows: 17,760,198 shares, consisting of
6,120 Series A shares, 4,079 Series B shares, 10,650,000 Series C shares, and 7,099,999 Series
D shares; Desc Automotriz is the legal owner of, and has full and unencumbered title 0.05% of
the issued and outstanding shares of Direcspicer, as follows: 1 Series B share; and
Inmobiliaria Unik is the legal owner of, and has full and
unencumbered title to 0.05% of the issued and outstanding shares of Direcspicer, consisting
of 1 Series D share (together, the “Direcspicer Shares”);




2









 






	(K)	 	WHEREAS, Spicer is the legal owner of, and has full and unencumbered title to 99.99% of the
issued and outstanding shares of ENCO, as follows: 24,999,998 shares, consisting of 19,654
Series A shares, 13,101 Series B shares, 14,980,346 Series A-1 shares, and 9,986,897 Series
B-1 shares; and Inmobiliaria Unik is the legal owner of, and has full and unencumbered title
to 0.01% of the issued and outstanding shares of ENCO, as follows: 2 shares, consisting of 1
Series B share and 1 Series B-1 share (together, the “ENCO Shares”);
	 
	(L)	 	WHEREAS, Spicer is the legal owner of, and has full and unencumbered title to 99.99% of the
issued and outstanding shares of Etrac, as follows: 401,999,998 shares, consisting of 30,000
Series A shares, 19,999 Series B shares, 241,170,000 Series A-1 shares, and 160,779,999 Series
B-1 shares; and Inmobiliaria Unik is the legal owner of, and has full and unencumbered title
to 0.01% of the issued and outstanding shares of Etrac, as follows: 2 shares, consisting of 1
Series B share and 1 Series B-1 share (together, the “Etrac Shares”);
	 
	(M)	 	WHEREAS, Spicer is the legal owner of, and has full and unencumbered title to 99.99% of the
issued and outstanding shares of Forjas, as follows: 184,999,998 shares, consisting of 30,000
Class I Series A shares, 19,999 Class I Series B shares, 110,970,000 Class II Series A shares,
and 73,979,999 Class II Series B shares; and Inmobiliaria Unik is the legal owner of, and has
full and unencumbered title to 0.01% of the issued and outstanding shares of Forjas, as
follows: 2 shares, consisting of 1 Series B share and 1 Series B-1 share (together, the
“Forjas Shares”);
	 
	(N)	 	WHEREAS, Spicer is the legal owner of, and has full and unencumbered title to 99.99% of the
issued and outstanding shares of Spicer Servicios, as follows: 49,999 shares, consisting of
25,500 Series A shares and 24,499 Series B shares; and Direcspicer is the legal owner of, and
has full and unencumbered title to 0.01% of the issued and outstanding shares of Spicer
Servicios, as follows: 1 Series B share (together, the “Spicer Servicios Shares”);
	 
	(O)	 	WHEREAS, Spicer is the legal owner of, and has full and unencumbered title to 99.99% of the
issued and outstanding shares of Corporación Inmobiliaria, as follows: 16,286,774 shares,
consisting of 25,500 Series A shares, 24,499 Series B shares, 8,306,256 Series A-1 shares, and
7,980,519 Series B-1 shares; and Inmobiliaria Unik is the legal owner of, and has full and
unencumbered title to 0.01% of the issued and outstanding shares of Corporación Inmobiliaria
as follows: 2 shares, consisting of 1 Series B share and 1 Series B-1 share (together, the
“Corporación Inmobiliaria Shares”);
	 
	(P)	 	WHEREAS, Dana Mexico and Desc Automotriz have agreed that the liabilities of Spicer and the
JV Subsidiaries arising in respect of events or circumstances occurring prior to the
dissolution of Spicer shall be borne by Dana Mexico and Desc Automotriz in accordance with the
ownership percentages in Spicer and the JV Subsidiaries, as set forth in Article IX; and
	 
	(Q)	 	WHEREAS, on March 3, 2006 (the “Petition Date”), Dana and forty (40) of its United States
subsidiaries filed before the Bankruptcy Court (as defined below), under case 




3









 






	 	 	 number 06-10354,
voluntary petitions for reorganization under the Bankruptcy Code (as defined below) (the
“Chapter 11 Case”);






	(R)	 	NOW THEREFORE, in consideration of the respective covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:





ARTICLE I




DEFINITIONS AND PRINCIPLES OF INTERPRETATION




Section 1.1 Definitions.




     Whenever used in this Agreement, the following capitalized words and terms shall have the
meanings set out below, unless expressly stated to the contrary:



     “Actual AMSA ANWC” has the meaning given in Section 3.2(c).



     “Actual AMSA ANWC Deficit” has the meaning given in Section 3.2(f)(ii).



     “Actual AMSA ANWC Surplus” has the meaning given in Section 3.2(f)(ii).



     “Actual AMSA Cash” has the meaning given in Section 3.2(c).



     “Actual ANWC Adjustment Amount” has the meaning given in Section 3.2(f)(iv).



     “Actual Dana Cash Surplus” has the meaning given in Section 3.2(f)(xii).



     “Actual Dana Cash Target” has the meaning given in Section 3.2(f)(viii).



     “Actual Dana Sum” has the meaning given in Section 3.2(f)(x).



     “Actual Desc Cash” has the meaning given in Section 3.2(b).



     “Actual Desc Cash Surplus” has the meaning given in Section 3.2(f)(xi).



     “Actual Desc Cash Target” has the meaning given in Section 3.2(f)(vii).



     “Actual Desc Sum” has the meaning given in Section 3.2(f)(ix).



     “Actual Desc Target ANWC” has the meaning given in Section 3.2(b).



     “Actual Desc Target ANWC Deficit” has the meaning given in Section 3.2(f)(i).



     “Actual Desc Target ANWC Surplus” has the meaning given in Section 3.2(f)(i).



     “Actual Remaining Dana Cash” has the meaning given in Section 3.2(c).



     “Actual Remaining Dana Target ANWC” has the meaning given in Section 3.2(c).



4









 





     “Actual Remaining Dana Target ANWC Deficit” has the meaning given in Section 3.2(f)(iii).



     “Actual Remaining Dana Target ANWC Surplus” has the meaning given in Section 3.2(f)(iii).



     “Actual Spicer Cash” has the meaning given in Section 3.2(c).



     “Adjusted Net Working Capital” means the current asset and liability accounts set out in
Exhibit A.



     “Affiliate” means a Person which controls, is controlled by, or is under common control with,
another Person.



     “Agreement” means this Master Share Purchase Agreement Relating to the Dissolution of Spicer,
S.A. de C.V., including all Exhibits and Schedules hereto, and all instruments supplementing,
amending or confirming this Agreement.



     “Already Pending Proceeding” has the meaning given in Section 10.9(e).



     “Amended TSP License Agreement” means the Amendment to the Trademark License Agreement to be
entered into at or prior to Closing by and between Dana and TTSP for the license of the “Spicer”
trademark, substantially in the form attached as Exhibit G.



     “AMSA” has the meaning given in Recital E hereof.



     “AMSA Capitalization” has the meaning given in Section 7.8(a).



     “AMSA Facility” has the meaning given in Section 7.4(e).



     “AMSA Shares” has the meaning given in Recital H hereof.



     “Ancillary Agreements” means, collectively, the IT Agreement, the Release Agreement, the
Software License Agreement, the Amended TSP License Agreement, the TF Victor Trademark Agreement,
the TSA Agreement, the Water Rights Assignment Agreements, the Termination, Release and Joinder to
the License and Technical Assistance Agreement, the Dana Target Debt Assignment Agreement and any
other agreement that is entered into pursuant hereto.



     “Applicable Laws” means any Law, consent, exemption, approval or License of any Governmental
Authority, as of the date hereof, that applies in whole or in part to (i) Spicer or the JV
Subsidiaries or its or their respective business as conducted on or prior to the Closing Date, (ii)
any of the Purchased Shares or (iii) any of the Parties hereto.



     “Assets” means any rights, title, or interests in and to properties, assets and rights of any
kind, tangible or intangible, real or personal.



     “Autoprecisa Land” has the meaning given in Section 7.16(c).



5









 





     “Average ANWC Amount” means the amount equal to (i) the sum of the Projected Desc Target ANWC,
the Projected AMSA ANWC and the Projected Remaining Dana Target ANWC divided by (ii) two, which
amount shall (x) be equal to US$41,590,500 if the Closing occurs on or prior to July 7, 2006 and
(y) be calculated by the Parties if the Closing occurs after July 7, 2006.



     “Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§101 et seq, as it may
be amended from time to time.



     “Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New
York.



     “Bankruptcy Court Approval Motion” means a motion, in a form and substance reasonably
satisfactory to Desc Automotriz, filed with the Bankruptcy Court by Dana, seeking the Bankruptcy
Court Approval Order of the Agreement and the Transactions.



     “Bankruptcy Court Approval Order” means an order entered by the Bankruptcy Court granting the
Bankruptcy Court Approval Motion, which order (a) shall be (i) in a form and substance reasonably
satisfactory to Desc Automotriz and Dana, (ii) in accordance with the provisions of this Agreement
and the Ancillary Agreements, including Section 7.2 of this Agreement, and (iii) a final order that
has not been reversed, modified, rescinded, or stayed, and for which the time to appeal has expired
and is no longer subject to appeal or further judicial review; and (b) shall, among other things,
(i) approve this Agreement, the Ancillary Agreements, as appropriate, and the Transactions under,
inter alia, Sections 363 and 365 of the Bankruptcy Code and Bankruptcy Rule 9019, (ii) include a
specific finding that Desc Automotriz is a good faith purchaser, for purposes of Section 363(m) of
the Bankruptcy Code, of the Dana JV Shares, (iii) provide that Dana is authorized to enter into the
Hybrid Loans, (iv) provide that Dana is authorized to transfer the Desc Automotriz Promissory Note
to Dana Mexico, for the purpose of Dana Mexico’s use of that note in payment for the stock of the
shares of the Dana Targets from Desc Automotriz, (v) provide that the sale of the Dana JV Shares
shall be free and clear of any Encumbrance whatsoever, pursuant to Section 363(f) of the Bankruptcy
Code and is vested with the right, title and interest of Dana in the Dana JV Shares, (vi) provide
that Dana is authorized to amend and assume as amended, its obligations under the contracts listed
on Schedule 7.22(a) hereof pursuant to Section 365 of the Bankruptcy Code, (vii) provide
for a waiver of the stays contemplated by Bankruptcy Rules 6004(h) and 6006(d), as applicable, and
that the Bankruptcy Court Approval Order is immediately effective and enforceable, (viii) authorize
Dana’s reimbursement to the Desc Parties of all amounts due in respect of the Dana Account, and
(ix) waive and release all claims of any kind of Dana and Dana’s Affiliates and Dana’s Subsidiaries
against Spicer, the Desc Entities (as defined in the Release Agreement) and the Desc Targets
including all avoidance claims pursuant to Sections 544, 545, 547, 548, 549, 550 and 553(b) of the
Bankruptcy Code, except for claims arising under this Agreement and the Ancillary Agreements and
certain other exceptions as set forth in the Release Agreement; (x) include a determination that
the transfers pursuant to this Agreement and the Ancillary Agreements, as appropriate, constitute
transfers for fair value; (xi) include a determination that all amounts to be paid by Dana or any
Debtor or to be borne by Dana or any Debtor pursuant to this Agreement and the Ancillary Agreements
shall constitute administrative expenses under Section 503(b) and 507(a)(1) of the Bankruptcy Code,
shall be immediately payable, if, and when, any such



6









 







obligations to pay or bear such amounts may arise under this Agreement and/or the Ancillary
Agreements without any further order of the Bankruptcy Court; (xii) include a determination that
approval of this Agreement, the Ancillary Agreements, as appropriate, and the Transactions and the
Bankruptcy Approval Order, and the consummation of the Transactions contemplated hereby and thereof
are in the best interests of Dana, its affiliated Debtors, their creditors and estates; (xiii)
include a determination that the terms and conditions of this Agreement, the Ancillary Agreements,
as appropriate and the Transactions are fair and reasonable; and (xiv) provide that the provisions
of the Bankruptcy Court Approval Order are nonseverable and mutually dependent.



     “Bankruptcy Dispute” has the meaning given in Section 10.9(a).



     “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, as may be amended from
time to time.



     “Base Dana JV Share Purchase Price” has the meaning given in Section 3.1(a).



     “Base Dana Target Share Purchase Price” has the meaning given in Section 3.1(b).



     “Basket” has the meaning given in Section 9.15(a).



     “Books and Records” means all books and records of the Dana Targets or the Desc Targets, as
applicable, including financial, corporate, operations and sales books, records, books of account,
sales and purchase records, lists of suppliers and customers, formulae, business reports, plans and
projections and all other documents, surveys, plans, files, records, correspondence, and other data
and information, financial or otherwise, including all data and information stored on
computer-related or other electronic media.



     “Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial
banks located in Mexico City, D.F. and New York City are open for business during normal banking
hours.



     “Capital Lease Obligations” with respect to any Person, for any applicable period, the
obligations of such Person that are permitted or required to be classified and accounted for as
capital obligations under applicable NIFs, and the amount of such obligations at any date will be
the capitalized amount of such obligations at such date determined in accordance with NIFs.



     “Cardanes” has the meaning given in Recital E hereof.



     “Cardanes Dividend” has the meaning given in Section 7.7(b)(ii).



     “Cardanes Facility” has the meaning given in Section 7.4(d).



     “Cardanes GE Agreement” has the meaning given in Section 7.6(b).



     “Cardanes Shares” has the meaning given in Recital I hereof.



     “Cash” means cash and cash equivalents.



7









 





     “Cedei Facility” has the meaning given in Section 7.4(f).



     “CFC Approval” has the meaning given in Section 4.6.



     “Chapter 11 Case” has the meaning given in Recital Q hereof.



     “Claim” or “Claims” means one or more claims, demands, actions, causes of action or
proceedings and a series of related Claims resulting from the same act, omission, event,
circumstance, matter or facts shall be deemed a single Claim.



     “Closing” means the completion of (i) the sale to and purchase by Desc Automotriz of the Dana
JV Shares and (ii) the sale to and purchase by Dana Mexico of the Dana Target Shares, in each case
on the terms and subject to the conditions hereof.



     “Closing Date” has the meaning given in Section 2.3(a).



     “CNA Approval” means the approval of the National Water Commission (Comisión Nacional del
Agua) with respect to the Water Rights Assignment Agreements.



     “Comerica” has the meaning given in Section 7.6(c).



     “Comerica Letters of Credit” has the meaning given in Section 7.6(c).



     “Company” means any group or entity established under the General Corporation Law (Ley General
de Sociedades Mercantiles) of Mexico or any corresponding foreign law.



     “Contracts” means contracts, licenses, leases, agreements, commitments, entitlements and
engagements of any Person, whether written or in electronic form, including any promises,
undertakings, assurances or guarantees, all quotations, orders or tenders for contracts which
remain open for acceptance and any manufacturers’ or suppliers’ warranty, guarantee or commitment.



     “Control,” including the terms “controlled by” and “under common control with,” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, as trustee or
executor, as general partner or managing member, by contract or otherwise, including the ownership,
directly or indirectly, of securities having the power to elect a majority of the board of
directors or similar body governing the affairs of such Person. A Party shall be deemed to have
Control of any or all of its Affiliates notwithstanding the fact that any third party which is a
shareholder, partner, quotaholder, or member of any such Affiliate has the right to require
unanimous approval of certain matters involving such Affiliate.



     “Corporación Inmobiliaria” has the meaning given in Recital E hereof.



     “Corporación Inmobiliaria Capitalization I” has the meaning given in Section 7.8(b).



     “Corporación Inmobiliaria Capitalization II” has the meaning given in Section 7.8(c).



8









 





     “Corporación Inmobiliaria Mortgage” has the meaning given in Section 7.6(b).



     “Corporación Inmobiliaria Shares” has the meaning given in Recital O hereof.



     “Court” has the meaning given in Section 10.9(c).



     “Dana” has the meaning given in the introductory paragraph.



     “Dana Account” has the meaning given in Section 2.2.



     “Dana Adjustment Payment” has the meaning given in Section 3.2(a)(ix).



     “Dana ANWC Excess” has the meaning given in Section 3.2(f)(vi).



     “Dana Closing Adjustment Statement” has the meaning given in Section 3.2(c).



     “Dana Closing Balance Sheets” has the meaning given in Section 3.2(c).



     “Dana Closing Financial Statements” has the meaning given in Section 3.2(c).



     “Dana JV Shares” has the meaning given in Recital C hereof.



     “Dana Mexico” has the meaning given in the introductory paragraph.



     “Dana Parties” has the meaning given in the introductory paragraph.



     “Dana Target Bonds” has the meaning given in Section 7.6(e).



     “Dana Target Claim” has the meaning given in Section 9.2(b).



     “Dana Target GE Agreements” has the meaning given in Section 7.6(b).



     “Dana Target Shares” means, collectively, the AMSA Shares, the Cardanes Shares, the ENCO
Shares, the Etrac Shares, the Forjas Shares, the Direcspicer Shares, the Spicer Servicios Shares,
and the Corporación Inmobiliaria Shares and any other shares of the Dana Targets issued pursuant to
this Agreement.



     “Dana Target Transferred Employees” has the meaning given in Section 7.17(a).



     “Dana Targets” has the meaning given in Recital F hereof.



     “Dana Targets Debt Assignment Agreement” means the agreements, substantially in the form
attached as Exhibit X, pursuant to which (i) Spicer shall assign to Corporación
Inmobiliaria the Dana Target Debts (as defined therein) and (ii) Spicer shall assign to Corporación
Inmobiliaria, and Spicer shall be released from, any and all rights and obligations of Spicer, in
each case under the Intercompany Credit Agreements by and between Spicer and each of Direcspicer,
Cardanes, ENCO, Etrac, AMSA, Forjas and Corporación Inmobiliaria, each dated as of February 1,
2003.



9









 





     “Dana Targets Receivables” has the meaning given in Section 7.8(b).



     “Defending Party” has the meaning given in Section 9.7.



     “Desc” means Desc, S.A. de C.V.



     “Desc Adjustment Payment” has the meaning given in Section 3.2(a)(vii).



     “Desc ANWC Excess” has the meaning given in Section 3.2(f)(v).



     “Desc Automotriz” has the meaning given in the introductory paragraph.



     “Desc Automotriz JV Shares” has the meaning given in Recital D hereof.



     “Desc Automotriz Promissory Note” has the meaning given in Section 2.3(b)(iii).



     “Desc Closing Adjustment Statement” has the meaning given in Section 3.2(b).



     “Desc Closing Balance Sheets” has the meaning given in Section 3.2(b).



     “Desc Closing Financial Statements” has the meaning given in Section 3.2(b).



     “Desc Corporativo” means Desc Corporativo, S.A. de C.V.



     “Desc/Dana Purchase Orders” shall mean all of the purchase orders between or among Desc and/or
any of its Affiliates, on the one hand, and Dana and/or any of its Affiliates, on the other hand,
that are outstanding as of the Closing Date. For the avoidance of doubt, Desc/Dana Purchase Orders
shall not include any purchase orders upon which payment is made in accordance with Section 8.2(e),
except to the extent that post-petition obligations remain outstanding under such purchase order
irrespective of such payment.



     “Desc Parties” has the meaning given in the introductory paragraph.



     “Desc Targets” has the meaning given in Recital F hereof.



     “Desc Transferred Employees” has the meaning given in Section 7.17(a).



     “Determination Date” means the earlier to occur of (i) if either Desc Automotriz or Dana does
not timely deliver a Dispute Notice, the date that is twenty-one (21) calendar days following the
later of the date on which the Desc Closing Financial Statements were delivered and the date on
which the Dana Closing Financial Statements were delivered, and (ii) if either Desc Automotriz or
Dana timely delivers a Dispute Notice, the earlier to occur of (A) the date on which Desc
Automotriz and Dana finally and conclusively resolve any and all disputes set forth in the Dispute
Notice and (B) the date of the Final Report of the Independent Accounting Firm.



     “DIP Credit Agreement” means that certain credit agreement, dated as of March 3, 2006, between
Dana, as borrower, Citicorp North America, Inc. as administrative agent, Bank of America, N.A. and
JPMorgan Chase Bank, N.A., as co-syndication agents, Citicorp North



10









 







America, Inc., as initial swing line lender, and Bank of America, N.A., Citicorp North
America, Inc. and JPMorgan Chase Bank, N.A., as initial issuing banks.



     “Direcspicer” has the meaning given in Recital E hereof.



     “Direcspicer Shares” has the meaning given in Recital J hereof.



     “Direct Claim” has the meaning given in Section 9.9.



     “Discloser” has the meaning given in Section 7.11(a).



     “Dispute” has the meaning given in Section 10.9(b).



     “Dispute Notice” has the meaning given in Section 3.2(d).



     “Employees” means those individuals who are employed or were employed by the JV Subsidiaries
prior to or at Closing.



     “ENCO” has the meaning given in Recital E hereof.



     “ENCO Dividend” has the meaning given in Section 7.7(b)(i).



     “ENCO GE Agreement” has the meaning given in Section 7.6(b).



     “ENCO Remediation” has the meaning giving in Section 7.16(a).



     “ENCO Remediation Plan” has the meaning given in Section 7.16(a).



     “ENCO Shares” has the meaning given in Recital K hereof.



     “Encumbrance” means any pledge, lien, claim, charge, security interest, lease, title retention
agreement, mortgage, restriction, development, or collateral security arrangement or similar
agreement, easement, right-of-way, title defect, option or adverse claim, or encumbrance of any
kind or character whatsoever.



     “Environment” means the air, surface water, underground water, any land, all living organisms,
sediment, soil or subsurface strata, and natural resources and the environment or living
environment as defined in any Environmental Laws.



     “Environmental Approvals” means all permits, certificates, licenses, authorizations, consents,
impact assessments, instructions, directions or registrations issued or required by Governmental
Authorities pursuant to Environmental Laws with respect to the operation of Spicer or the JV
Subsidiaries or its or their respective business or assets.



     “Environmental Consultant” has the meaning given in Section 7.16(f)(ii).



     “Environmental Laws” means all Applicable Laws, as (i) in effect on the date of this
Agreement, except as provided in clause (ii)(C) below, and (ii) in force in the country in which
the operation facilities of each of the Dana Targets and the Desc Targets are located at on the



11









 







date of this Agreement, relating to (A) air emissions, water discharges, soil remediation,
natural resources or any other regulation standing for the protection of the Environment, (B) the
handling, storage, generation, treatment, release and disposal of Hazardous Substances or (C) soil
remediation, in which case certain of the regulations relating to soil remediation, which, as of
the date hereof are under consideration of the Mexican Governmental Authorities and have been
attached hereto as Exhibit B, shall be applicable notwithstanding the fact that they are
not yet in full force and effect as of the date hereof.



     “Estimated AMSA Cash” has the meaning given in Section 3.2(a)(i).



     “Estimated Dana Cash” has the meaning given in Section 3.2(a)(iii).



     “Estimated Dana Sum” has the meaning given in Section 3.2(a)(vi).



     “Estimated Desc Cash” has the meaning given in Section 3.2(a)(ii).



     “Estimated Desc Sum” has the meaning given in Section 3.2(a)(vi).



     “Estimated Exhibit T” has the meaning given in Section 3.2(a)(iv).



     “Estimated Exhibit U” has the meaning given in Section 3.2(a)(iv).



     “Estimated Spicer Cash” has the meaning given in Section 3.2(a)(i).



     “Etrac” has the meaning given in Recital E hereof.



     “Etrac Facility” has the meaning given in Section 7.4(c).



     “Etrac GE Agreement” has the meaning given in Section 7.6(b).



     “Etrac Shares” has the meaning given in Recital L hereof.



     “Final Dana JV Share Purchase Price” has the meaning given in Section 3.3(b).



     “Final Dana Target Share Purchase Price” has the meaning given in Section 3.3(a).



     “Final Report” has the meaning given in Section 3.2(e).



     “Financial Statements” means the audited balance sheets and income statements of Spicer and
each of the JV Subsidiaries as of December 31, 2005, and the unaudited balance sheet and income
statements of Spicer and each of the JV Subsidiaries as of March 31, 2006.



     “Forjas” has the meaning given in Recital E hereof.



     “Forjas Shares” has the meaning given in Recital M hereof.



     “FTC Approval” has the meaning given in Section 4.6.



     “GE” has the meaning given in Section 7.6(b).



12









 





     “GE Assignments” has the meaning given in Section 7.6(b).



     “GE Subleases” has the meaning given in Section 7.6(b).



     “Governmental Authority” means any federal, national, supranational, state, provincial,
departmental, local or similar government, regulatory or administrative authority, governmental
department, branch, agency, commission, board, tribunal or court or other law, rule or
regulation-making entity having jurisdiction over (i) Spicer or the JV Subsidiaries or its or their
respective business or (ii) where the context requires, over the Person in question or its business
as conducted, in each case on or prior to the Closing Date.



     “Hazardous Substance” means any substance or waste classified as “dangerous” under any
Environmental Laws, including any asbestos or asbestos-containing materials, polychlorinated
biphenyls, chemical waste, radioactive materials and petroleum products.



     “Hybrid Loan Dividends” has the meaning given to it in Section 7.7(b)(ii).



     “Hybrid Loans” has the meaning given in Section 7.7(b).



     “ICC Rules” has the meaning given in Section 10.9(b).



     “Indebtedness” with respect to any Person, without duplication, (i) all obligations of such
Person for borrowed money, whether short-term or long-term, and whether secured or unsecured, or
with respect to deposits or advances of any kind (other than deposits and advances of any Person
relating to the purchase of products or services in the Ordinary Course of Business), (ii) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all
obligations of such Person upon which interest charges are customarily paid (other than trade
payables incurred in the Ordinary Course of Business), (iv) all obligations of such Person under
conditional sale or other title retention agreements relating to property or Assets purchased by
such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of
property or services (other than current trade payables incurred in the Ordinary Course of
Business), (vi) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Encumbrance on Assets owned
or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii)
all guarantees by such Person of Indebtedness of others, (viii) all Capital Lease Obligations of
such Person, (ix) all net payments that such Person would have to make in the event of an early
termination, on the date Indebtedness of such Person is being determined, in respect of outstanding
interest rate protection agreements, foreign currency exchange arrangements or other interest or
exchange rate hedging arrangements, (x) all obligations including reimbursement obligations of such
Person in respect of letters of credit, fidelity bonds, surety bonds, performance bonds and
bankers’ acceptances, (xi) obligations of such Person to purchase, redeem, retire, defease or
otherwise acquire for value any capital stock of such Person or any warrants, rights or options to
acquire such capital stock, (xii) renewals, extensions, refundings, deferrals, restructurings,
amendments and modifications of any such Indebtedness or guarantee and (xiii) any other obligation
that in accordance with applicable accounting methods is required to be reflected as debt on the
balance sheet of such Person. The Indebtedness of any Person will include the Indebtedness of any
partnership in which such




13










 






Person is a general partner, other than to the extent that the instrument or agreement
evidencing such Indebtedness expressly limits the liability of such Person in respect thereof.




     “Indemnified Party” has the meaning given in Section 9.4.



     “Indemnifier” has the meaning giving in Section 9.4.



     “Independent Accounting Firm” has the meaning given in Section 3.2(e).



     “Inmobiliaria Corcel” means Inmobiliaria Corcel, S.A. de C.V., a wholly owned Subsidiary of
Desc Automotriz.



     “Inmobiliaria Unik” has the meaning given in the introductory paragraph.



     “Intellectual Property” means all patents, copyrights, registered and unregistered
trade-marks, service marks, trade-names, logos, commercial symbols, industrial designs and circuit
topographies (including applications for all of the foregoing and renewals, divisions, extensions
and reissues, where applicable, relating thereto), inventions, licenses, trade secrets, patterns,
drawings, computer software, formulae, technical information, research data, designs, know how, and
all other intellectual property owned by, licensed to, held by or the subject matter of which is
used by Spicer or the JV Subsidiaries.



     “Inter-Company Debt” has the meaning given in Section 7.8(b).



     “Interest Rate” means the London Interbank Offered Rate (LIBOR) offered for three-month
deposits in US dollars, as such rate appears on the relevant page of the Bloomberg Money Market
Rates Services (or such other page as may replace such page on such service for the purpose of
displaying London Interbank Offered Rates of major banks for US dollar deposits), at or about 11
a.m. (London time) two (2) Business Days prior to the date of payment, plus 350 basis points.



     “IT Agreement” means the Information Technology Transitional Services Agreement to be entered
into at or prior to Closing by and among Desc Corporativo, AMSA, Cardanes, Direcspicer, Etrac,
ENCO, Forjas, Spicer Servicios, Corporación Inmobiliaria and Dana Mexico, for the continuance on a
temporary basis of certain IT Transitional Services (as such term shall be defined in the IT
Agreement), substantially in the form attached as Exhibit C.



     “JV Agreement” has the meaning given in Recital A hereof.



     “JV Subsidiaries” has the meaning given in Recital E hereof.



     “Laws” means all statutes, laws, by-laws, rules, regulations, requirements, orders,
ordinances, protocols, codes, guidelines, tax treaties, policies, notices, directions and judgments
or other requirements or standards of any Governmental Authority having the force of law.



     “License” means any license, permit, approval, right, privilege, concession or franchise
issued, granted, conferred or otherwise created by a Governmental Authority under Applicable Law.



14









 





     “Loss” or “Losses” means any and all damages and losses (daños y perjuicios), liability, cost,
out-of-pocket expense, charge, fine, penalty or assessment actually suffered or incurred resulting
from or arising out of any Claim, including the reasonable costs and out-of-pocket expenses of any
action, suit, proceeding, demand, assessment, judgment, settlement or compromise relating thereto
and all interest, fines and penalties incurred and reasonable legal fees and out-of-pocket expenses
incurred in connection therewith, but excluding specifically any indirect, punitive, consequential
or special damages; provided, however, that (a) with respect to the Autoprecisa
Land, “Losses” shall not include any amounts incurred in connection with (i) any environmental
remediation of the Autoprecisa Land, (ii) any failure to comply with any Environmental Law,
including but not limited to any claim for failing to handle, transport, store, treat or dispose of
any Hazardous Substances or (iii) any Environmental Approval; and (b) with respect to product
warranty Claims only of Spicer or the JV Subsidiaries, “Losses” means only those amounts in excess
of those set out opposite the name of Spicer and each of the JV Subsidiaries on Schedule
1.1 .



     “Management Services Agreements” means (i) the management services agreement between Villa
Industrial and Direcspicer, dated as of December 31, 2002 (together with its amendments), (ii) the
management services agreement between Desc Corporativo and Direcspicer dated as of January 1, 2004
(together with its amendments), (iii) the management services agreement between Corporativo Uniko,
S.A. de C.V. and Direcspicer, dated as of September 30, 2004 (together with its amendments), (iv)
the management services agreement between TF Victor and Direcspicer, dated as of December 31, 2002
(together with its amendments), (v) the management services agreement between Tremec and
Direcspicer, dated as of December 31, 2002 (together with its amendments), (vi) the management
services agreement between TTC and Direcspicer, dated as of January 1, 2005 (together with its
amendments), (vii) the management services agreement between TTSP and Direcspicer dated as of
December 31, 2002 (together with its amendments) and (viii) the management services agreement
between Direcspicer and Spicer, dated as of December 31, 2002 (together with its amendments).



     “Mexican Pesos” and “MX$” means the lawful currency of the United Mexican States.



     “Mexico” means the United Mexican States.



     “New Claims” has the meaning given in Section 10.9(e).



     “NIFs” means the Financial Reporting Standards (Normas de Información Financiera) for Mexico,
as issued by the Mexican Board for Research and Development of NIFs (Consejo Mexicano para la
Investigación y Desarrollo de Normas de Información Financiera, A.C.).



     “Notice” has the meaning given in Section 10.4.



     “Ordinary Course of Business” when used in relation to the conduct of business means any
transaction which constitutes an ordinary day-to-day business activity of the applicable Company
consistent with such Company’s past practices.



     “Parties” means the Desc Parties together with the Dana Parties.



     “Pension Funds” has the meaning given in Section 7.19.



15









 





     “Permitted Encumbrances” means (i) Encumbrances for Taxes, assessments or other similar
governmental charges that are not yet due or that are being contested in good faith by appropriate
proceedings and that are fully and properly reserved for in the balance sheet of the applicable
Company, (ii) any warehouse liens and other similar Encumbrances arising or incurred in the
Ordinary Course of Business in respect of obligations that are not overdue or, if overdue, are
being contested in good faith and are fully and properly reserved for in the balance sheet of the
applicable Company, and (iii) Encumbrances affecting the Real Properties arising from easements,
easement agreements, rights-of-way, restrictions or minor title defects (whether or not recorded)
that arise in the Ordinary Course of Business and that do not detract materially from the value of
the property subject thereto or materially impair the use of the property subject thereto.



     “Person” means any individual, sole proprietorship, partnership, unincorporated association,
unincorporated syndicate, unincorporated organization, trust, body corporate, or any similar entity
by whatever name known, Governmental Authority, and a natural person in such person’s capacity as
trustee, executor, administrator or other legal representative.



     “Petition Date” has the meaning given in Recital Q hereof.



     “Phase One Study” has the meaning given in Section 7.16(f)(i).



     “Phase Two Study” has the meaning given in Section 7.16(f)(i).



     “PPA Determination Time” means the close of business on June 30, 2006.



     “Pre-petition Payment Adjustment” means an adjustment to take into account the payment of any
of the pre-petition claims set out in Schedule 8.2(e) after June 30, 2006.



     “Projected AMSA ANWC” means the amount set forth on and calculated in accordance with
Exhibit A.



     “Projected Desc Target ANWC” means the amount set forth on and calculated in accordance with
Exhibit A.



     “Projected Remaining Dana Target ANWC” means the amount set forth on and calculated in
accordance with Exhibit A.



     “Proposed Purchaser” has the meaning given in Section 7.15(a).



     “Purchased Shares” means together the Dana JV Shares and the Dana Target Shares.



     “Real Properties” means any real property currently or formerly owned or leased by Spicer or
the JV Subsidiaries.



     “Receipt and Release Letter” means a receipt and release letter substantially in the form of
Exhibit D.



     “Receivables Consideration” has the meaning given in Section 7.8(b).



16









 





     “Recipient” has the meaning given in Section 7.11(a).



     “Release Agreement” means the release agreement to be executed and delivered at the Closing by
the Dana Parties, certain Affiliates of the Dana Parties, the Desc Parties, certain Affiliates of
the Desc Parties, the Dana Targets and the Desc Targets, substantially in the form attached as
Exhibit E.



     “Remedial Action” has the meaning given in Section 7.16(f)(i).



     “Remedial Order” means any administrative directive or request issued by any Governmental
Authority pursuant to any Environmental Laws.



     “Revised Exhibit T” has the meaning given in Section 3.2(b).



     “Revised Exhibit U” has the meaning given in Section 3.2(c).



     “Securities Agreements” has the meaning given in Section 7.7(b).



     “Shareholder” means any Person who owns or holds a share or shares in any Company.



     “Shareholders Meeting” means, with respect to any Company, a meeting of the Shareholders of
that Company in accordance with the requirements of, and for the purposes provided in, the by-laws
of that Company and Applicable Law.



     “Software License Agreement” means the Software License Agreement to be entered into at or
prior to Closing by and among TF Victor, Tremec and Dana for the licensing of certain software,
substantially in the form attached as Exhibit F.



     “Spicer” has the meaning given in the introductory paragraph.



     “Spicer and JV Subsidiaries Resolutions” has the meaning giving in Section 7.9.



     “Spicer Servicios” has the meaning given in Recital E hereof.



     “Spicer Servicios Shares” has the meaning given in Recital N hereof.



     “Subsidiary” or “Subsidiaries” means, with respect to any Person, any Affiliate of such Person
directly or indirectly under the Control of such Person.



     “Tax Returns” includes all returns, reports, declarations, elections, notices, filings,
information returns and statements filed or required to be filed in respect of Taxes or in respect
of or pursuant to any domestic or foreign federal, state, local, municipal, territorial or other
taxing statute.



     “Taxes” includes all taxes, duties, fees, premiums, assessments, imposts, levies and other
charges of any kind whatsoever imposed by any Governmental Authority under Applicable Law, together
with all interest, penalties, fines, additions to tax or other additional amounts imposed in
respect thereof, including those levied on, or measured by, or referred to as income, value added
tax, profits, single business, capital, transfer, land transfer, sales, goods and services,
harmonized



17









 







sales, use, value-added, excise, stamp, withholding, business, franchising, property, employer
health, payroll, employment, unemployment, social security (or similar) taxes, all surtaxes, all
customs duties and import and export taxes, all license, franchise and registration fees; for the
avoidance of doubt, the term “Taxes” shall include each and all of the concepts referred to in
articles 2, 3 and 4 of the Mexican Tax Code (Código Fiscal de la Federación).



     “Termination, Release and Joinder Agreement to the License and Technical Assistance Agreement”
means the agreement, substantially in the form attached as Exhibit W, pursuant to which
Dana Mexico shall assume, and Spicer shall be released from, any and all rights and obligations of
Spicer under the License and Technical Assistance Agreement by and among Dana, Spicer, Cardanes,
ENCO and Etrac dated as of December 18, 2003.



     “TF Victor” has the meaning given in Recital E hereof.



     “TF Victor Facility” has the meaning given in Section 7.4(b).



     “TF Victor Trademark Agreement” means the Trademark Assignment Agreement to be entered into at
or prior to Closing by and between Dana and TF Victor for the assignment of the rights of the
trademarks 136,890 and 203.451 for the “TF VICTOR” and “V and design” trademarks to TF Victor,
substantially in the form attached as Exhibit I.



     “Third Party” means any Person other than the Dana Parties, the Desc Parties or any of their
respective Affiliates.



     “Third Party Claim” has the meaning given in Section 9.4.



     “Third Party Consents” means any consents, approvals, orders and authorizations of any Party
(or registrations, declarations, filings or recordings with any such Parties) required to be
obtained by it prior to Closing in connection with the completion of the Transactions and the
execution, delivery and performance of this Agreement and the Ancillary Agreements, including the
actions to be performed in accordance with Section 2.1.



     “Third Party Debt” has the meaning given in Section 7.6(a).



     “Tlaxcala Assets” has the meaning given in Section 7.15(a).



     “Tlaxcala Facility” has the meaning given in Section 7.15(a).



     “Tlaxcala Transaction” has the meaning given in Section 7.15(a).



     “Transaction Documents” means this Agreement, the Ancillary Agreements and the Contracts
listed in Schedule 7.22(a) and Schedule 7.22(b).



     “Transactions” means each of the transactions contemplated by this Agreement and the Ancillary
Agreements and all of them collectively.



     “Tremec” has the meaning given in Recital E hereof.



18









 





     “Tremec Remediation” has the meaning given in Section 7.16(b).



     “Tremec Remediation Plan” has the meaning given in Section 7.16(b).



     “TSA Agreement” means the Transitional Services Agreement to be entered into at or prior to
Closing by and among Desc Corporativo, AMSA, Cardanes, ENCO and Forjas, for the continuance on a
temporary basis of certain Transitional Services (as such term shall be defined in the TSA
Agreement), substantially in the form attached as Exhibit J.



     “TTC” has the meaning given in Recital E hereof.



     “TTSP” has the meaning given in Recital E hereof.



     “TTSP Facility” has the meaning given in Section 7.4(a).



     “US$” and “US dollar” means the lawful currency of the United States of America.



     “Villa Industrial” has the meaning given in Recital E hereof.



     “Water Rights Assignment Agreements” has the meaning given in Section 7.5.



Section 1.2 Rules of Construction.




     Unless the context otherwise requires, as used in this Agreement:




     (i) any term defined in Section 1.1 will have the meaning ascribed to it in Section
1.1;




     (ii) any accounting term not otherwise defined herein will have the meaning ascribed
to it under NIFs;




     (iii) “or” is not exclusive, and “including” means “including without limitation”;




     (iv) words in the singular include the plural and vice versa, and words applicable to
one gender apply to each gender;




     (v) “hereof,” “herein,” “hereby,” “hereto,” and any derivative or similar words refer
to this entire Agreement, including the attached Exhibits and Schedules;




     (vi) “Article,” “Section,” “Subsection,” “Exhibit” or “Schedule” refer to the
specified Article, Section, Subsection, Exhibit or Schedule of or to this Agreement;




     (vii) “pursuant to,” “as described in” and “subject to the terms of,” when used with
reference to a particular Section of this Agreement, or words of similar import, shall refer
both to such Section and any Exhibit or Schedule referred to therein;




     (viii) a reference to any constitution, statute or legal code includes all
regulations, protocols, norms, executive orders, rules and ordinances issued or otherwise
having the force of law under that constitution, statute or legal code unless, in any such
case,



19









 







otherwise expressly provided in any such statute or legal code or in this Agreement; a
reference to a particular section, paragraph or other part of a particular constitute,
statute or legal code shall be deemed to be a reference to any other part of a particular
section, paragraph or other part substituted therefore from time to time;




     (ix) a reference to any Person includes that Person’s successors and permitted assigns
under this Agreement;




     (x) “days” or a period of “days” shall mean “Business Days,” unless calendar days are
expressly specified, and




     (xi) the Exhibits and Schedules referred to in this Agreement are incorporated herein
by reference.



Section 1.3 Accounting Principles.




     The preparation of any Financial Statements to be delivered under this Agreement shall be done
in accordance with NIFs, consistent with the historical methods, procedures, assumptions,
adjustment and the past policies and practices of each of Spicer and the JV Subsidiaries in the
Ordinary Course of Business.



Section 1.4 Governing Law.




     THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF MEXICO.



ARTICLE II




PURCHASE AND SALE




Section 2.1 Purchase and Sale of Dana JV Shares and Dana Target Shares.




     (a) Purchase of the Dana JV Shares by Desc Automotriz. Dana shall sell to Desc
Automotriz (or its nominee(s)), and Desc Automotriz (or its nominee(s)) shall purchase from Dana,
all of the Dana JV Shares for the purchase price specified in Section 3.1(a), which shall be
payable as provided in Section 2.3(b)(iii). The Dana JV Shares shall be sold free and clear of all
Encumbrances.



     (b) Purchase of the Dana Target Shares by Dana Mexico. Except for the 1 Series B
Share of Spicer Servicios held by Direcspicer that will remain with Direcspicer, Spicer, Desc
Automotriz and Inmobiliaria Unik shall sell to Dana Mexico (or its nominee(s)), and Dana Mexico (or
its nominee(s)) shall purchase from Spicer, Desc Automotriz and Inmobiliaria Unik, all of the Dana
Target Shares for the purchase price specified in Section 3.1(b), which shall be payable as
provided in Section 2.3(b)(v). The Dana Target Shares shall be sold free and clear of all
Encumbrances.



20









 





Section 2.2 Dana Account.




     Pursuant to Article III and Section 7.7(a)(ii), Spicer shall be reimbursed by the Dana Parties
for 100% of the amount expended as of the Closing Date (as documented by evidence reasonably
satisfactory to Dana, with the understanding that any amounts set forth in Schedule 2.2-A
shall be deemed satisfactory to Dana), which amount shall not exceed US$7,000,000 (Seven million US
dollars), by certain Dana Targets with funds provided by Spicer, in connection with certain
expenses related to the activities listed on Schedule 2.2-A and the preparation and
execution of certain new projects listed in Schedule 2.2-B to be performed by Dana through
the Dana Targets after Closing (the “Dana Account”).



Section 2.3 Closing.




     (a) Date and Location. The Closing shall be held at the Mexico City offices of
Basham, Ringe & Correa located at Paseo de los Tamarindos #400 A Piso 9, Col. Bosques de las Lomas,
at 10:00 a.m. on July 6, 2006 or at such other time, place and date as the Parties may agree in
writing (the “Closing Date”); provided that all of the conditions set forth in Article VIII
have been satisfied or (to the extent permitted by Applicable Laws) waived. All proceedings to be
taken and all documents to be executed and delivered by all Parties at the Closing shall be deemed
to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any
documents executed or delivered until all have been taken, executed and delivered;
provided, however, that the transfer of certain Real Properties and the assignment
of certain water rights, in each case among the JV Subsidiaries and certain Persons, shall take
place prior to Closing pursuant to the terms set forth in Section 7.4 and Section 7.5,
respectively.



     (b) Closing Deliveries and Actions. At the Closing:




     (i) Dana shall deliver to Desc Automotriz: (x) the share certificates representing the
Dana JV Shares duly endorsed in ownership (endoso en propiedad) in favor of Desc Automotriz
(or its nominee(s)); and (y) a notarized copy of the power of attorney for acts of ownership
(actos de dominio) and negotiable instruments (títulos de crédito) of the representative of
Dana endorsing the share certificates representing the Dana JV Shares.




     (ii) Spicer, Desc Automotriz and Inmobiliaria Unik shall deliver to Dana Mexico: (x)
the share certificates representing the Dana Target Shares duly endorsed in ownership
(endoso en propiedad) in favor of Dana Mexico (or its nominee(s)), except with respect to
the 1 Series B Share of Spicer Servicios held by Direcspicer; and (y) a notarized copy of
the power of attorney for acts of ownership (actos de dominio) and negotiable instruments
(títulos de crédito) of the representatives of each of Spicer, Desc Automotriz and
Inmobiliaria Unik endorsing the share certificates representing the Dana Target Shares.




     (iii) Desc Automotriz shall deliver to Dana the promissory note in the form attached
hereto as Exhibit K (the “Desc Automotriz Promissory Note”) as payment of the Base
Dana JV Share Purchase Price.




     (iv) Dana shall transfer the Desc Automotriz Promissory Note to Dana Mexico duly
endorsed (endoso en propiedad) to Dana Mexico.



21









 






     (v) Dana Mexico shall deliver to Spicer the Desc Automotriz Promissory Note duly
endorsed (endoso en propiedad), as payment in kind of the Base Dana Target Shares Purchase
Price.




     (vi) Spicer shall deliver to Dana Mexico the shareholder registry book and other Books
and Records of each of the Dana Targets in the possession of the Desc Parties.



     (c) Acknowledgments Regarding any Postponement of Closing. The Parties acknowledge
and agree that in the event that the Closing Date does not occur on or prior to July 7, 2006, (i)
Desc Automotriz and Dana shall negotiate in good faith appropriate changes to (A) Exhibit A
to reflect projected levels of Adjusted Net Working Capital as of the Closing Date and (B)
Exhibit T and Exhibit U to reflect the amount due as of the Closing Date for each
line item on such Exhibits, and (ii) notwithstanding the provisions of Section 3.2(b) and Section
3.2(c), each of the Desc Closing Balance Sheet, the amounts set forth in the Desc Closing
Adjustment Statement, the amounts set out in Revised Exhibit T, the Dana Closing Balance Sheet, the
Dana Closing Adjustment Statement and the amounts set out in Revised Exhibit U shall be determined
as of the Closing Date.



Section 2.4 Acknowledgements. The Parties acknowledge the following:




     (a) all of the actions and payments to be made at Closing are part of the Transactions as a
whole;



     (b) Spicer shall (i) receive all of the proceeds of each of the Cardanes Dividend and the
ENCO Dividend in a total amount of US$19,500,000.00 (Nineteen million five hundred thousand US
dollars) to be funded through the Hybrid Loans pursuant to the terms of Section 7.7(b) and (ii)
loan US$1,000,000 (One million US Dollars) of such proceeds to Corporación Inmobiliaria for
purposes of the purchase by Corporación Inmobiliaria of the Cedei Facility as described in Section
7.4(f); and



     (c) Dana Mexico is 100% owned, directly or indirectly, by Dana and, following the Closing,
Spicer will be 100% owned, directly or indirectly, by Desc Automotriz.



Section 2.5 Transfer of Title of Purchased Shares.




     For purposes of Article 2249 of the Mexican Federal Civil Code, the Parties hereto acknowledge
and agree that the transfer of title (dominio) to the Dana JV Shares and the Dana Target Shares is
subject to the consummation of the Closing and the payment, in the manner described in Section
2.3(b), of the Base Dana JV Share Purchase Price and the Base Dana Target Shares Purchase Price,
and that title to the Dana JV Shares and the Dana Target Shares will be transferred by Dana to Desc
Automotriz (or its nominee(s)), and by Spicer, Desc Automotriz and Inmobiliaria Unik to Dana Mexico
(or its nominee(s)), respectively, exactly at the time of the Closing and in no event before the
Closing. If the Closing does not occur, (i) the title to the Dana JV Shares shall not be deemed to
be transferred by Dana to Desc Automotriz (or its nominee(s)), and (ii) the title to the Dana
Target Shares shall not be deemed to be transferred by Spicer, Desc Automotriz and Inmobiliaria
Unik to Dana Mexico (or its nominee(s)), notwithstanding that the Parties may have reached an
agreement before Closing with respect to



22









 







the Purchased Shares, the Base Dana JV Share Purchase Price and the Base Dana Target Shares
Purchase Price.



ARTICLE III




PURCHASE PRICE




Section 3.1 Purchase Price.




     (a) Dana JV Share Purchase Price. Subject to adjustment pursuant to Section 3.2, the
purchase price for the Dana JV Shares shall be US$166,010,000 (One hundred and sixty-six million
ten thousand US dollars) (the “Base Dana JV Share Purchase Price”). Such Base Dana JV Share
Purchase Price shall be payable pursuant to the terms of Section 2.3(b)(iii).



     (b) Dana Target Shares Purchase Price. Subject to adjustment pursuant to Section
3.2, the purchase price for the Dana Target Shares shall be US$166,010,000 (One hundred and
sixty-six million ten thousand US dollars) (the “Base Dana Target Share Purchase Price”), allocated
among the Dana Targets as follows:




     (i) the purchase price for the AMSA Shares shall be US$9,000 (nine thousand US
dollars);




     (ii) the purchase price for the Cardanes Shares shall be US$22,540,000 (Twenty-two
million five hundred and forty thousand US dollars);




     (iii) the purchase price for the Direcspicer Shares shall be US$1,000 (one thousand US
dollars);




     (iv) the purchase price for the ENCO Shares shall be US$20,800,000 (Twenty million
eight hundred thousand US dollars);




     (v) the purchase price for the Etrac Shares shall be US$350,000 (Three hundred and
fifty thousand US dollars);




     (vi) the purchase price for the Forjas Shares shall be US$15,960,000 (Fifteen million
nine hundred and sixty thousand US dollars);




     (vii) the purchase price for the Spicer Servicios Shares shall be US$1,000 (one
thousand US dollars); and




     (viii) the purchase price for the Corporación Inmobiliaria Shares shall be
US$106,349,000 (One hundred and six million three hundred and forty-nine thousand US
dollars).



     The Base Dana Target Share Purchase Price shall be payable pursuant to Section 2.3(b)(v).



23









 





Section 3.2 Purchase Price Adjustment.




     (a) On the Closing Date, the Parties shall:




     (i) first, determine (A) the total Cash of Spicer and the JV Subsidiaries other than
AMSA (which shall not include US$18,500,000 of the Cash associated with the Hybrid Loan
Dividends) as of the PPA Determination Time with a Pre-petition Payment Adjustment (the
“Estimated Spicer Cash”), which determination shall be made on the basis of the Books and
Records of Spicer and the JV Subsidiaries other than AMSA, and (B) the total Cash of AMSA
(which shall not include US$18,500,000 of the Cash associated with the Hybrid Loan
Dividends) as of the PPA Determination Time with a Pre-petition Payment Adjustment (the
“Estimated AMSA Cash”), which determination shall be made on the basis of the Books and
Records of AMSA;




     (ii) second, determine the amount equal to the sum of (A) 67.131% of the Estimated
AMSA Cash and (B) 51.197% of the Estimated Spicer Cash (such sum, the “Estimated Desc
Cash”);




     (iii) third, determine the amount equal to the sum of (A) 32.869% of the Estimated
AMSA Cash and (B) 48.803% of the Estimated Spicer Cash (such sum, the “Estimated Dana
Cash”);




     (iv) fourth, take all action necessary to cause (A) the Estimated Desc Cash to be
decreased by the sum of all amounts set out in Exhibit T (“Estimated Exhibit T”) as
provided in Section 7.7(a)(i) and (B) the Estimated Dana Cash to be decreased by the sum of
all amounts set out in Exhibit U (“Estimated Exhibit U”) as provided in Section
7.7(a)(ii);




     (v) fifth, cause (A) the Estimated Desc Cash to be increased by the sum of any
payments received by the Desc Targets pursuant to Section 7.7(a)(ii) and (B) the Estimated
Dana Cash to be increased by the sum of any payments received by Dana Targets pursuant to
Section 7.7(a)(i);




     (vi) sixth, calculate (A) the Estimated Desc Cash, as adjusted pursuant to clauses
(iv) and (v) above is referred to herein as the “Estimated Desc Sum”, and (B) the Estimated
Dana Cash, as adjusted pursuant to clauses (iv) and (v) above is referred to herein as the
“Estimated Dana Sum”;




     (vii) seventh, if the Estimated Desc Sum is less than the total cash on the Books and
Records of the Desc Targets after accounting for the payments made and received pursuant to
Section 7.7(a), then Spicer shall cause the difference to be contributed to the Dana Targets
in such proportions as Dana, in its sole discretion, shall determine (such payment, if any,
the “Desc Adjustment Payment”);




     (viii) eighth, to the extent the Desc Targets do not have sufficient funds to make the
Desc Adjustment Payment, Desc Automotriz shall pay to Dana (or its designee(s)), in cash by
wire transfer of immediately available funds to an account designated in writing by Dana;




24










 








     (ix) ninth, if the Estimated Dana Sum is less than the total cash on the Books and
Records of the Dana Targets (including AMSA) after accounting for the payments made and
received pursuant to Section 7.7(a), then Spicer shall cause the difference to be
contributed to the Desc Targets in such proportions as Desc Automotriz, in its sole
discretion, shall determine (such payment, if any, the “Dana Adjustment Payment”); and




     (x) tenth, to the extent the Dana Targets do not have sufficient funds to make the
Dana Adjustment Payment, Dana or Dana Mexico shall pay to Desc Automotriz (or its
designee(s)), in cash by wire transfer of immediately available funds to an account
designated in writing by Desc Automotriz.



     (b) Within thirty (30) calendar days after the Closing Date, Desc Automotriz shall prepare and
deliver to Dana (i) an unaudited consolidated balance sheet of the Desc Targets and unaudited
unconsolidated balance sheets of each of the Desc Targets, in each case as of the PPA Determination
Time with a Pre-petition Payment Adjustment (the “Desc Closing Balance Sheets”), (ii) a statement
(the “Desc Closing Adjustment Statement” and together with the Desc Closing Balance Sheets, the
“Desc Closing Financial Statements”) setting forth (A) the Adjusted Net Working Capital of the Desc
Targets as of the PPA Determination Time with a Pre-petition Payment Adjustment (the “Actual Desc
Target ANWC”) and (B) the total Cash of the Desc Targets as of the PPA Determination Time with a
Pre-petition Payment Adjustment and before the payments required by Section 7.7(a) (which shall not
include US$18,500,000 of the Cash associated with the Hybrid Loan Dividends) (the “Actual Desc
Cash”), and (iii) an updated Exhibit T with the actual amounts due as of June 30, 2006 in
respect of each of the line items set out in Exhibit T (the “Revised Exhibit T”), the
amounts in clauses (i) and (ii) above to be derived from the Desc Closing Financial Statements.
The Desc Closing Financial Statements and the Dana Closing Financial Statements shall be prepared
in accordance with NIFs (consistently applied) and the definition of Adjusted Net Working Capital
and Cash and if there is an inconsistency between NIFs and such definitions, the terms set forth in
such definitions shall control.



     (c) Within thirty (30) calendar days after the Closing Date, Dana shall prepare and deliver to
Desc Automotriz (i) an unaudited consolidated balance sheet of the Dana Targets and unaudited
unconsolidated balance sheets of each of the Dana Targets, in each case as of the PPA Determination
Time with a Pre-petition Payment Adjustment (the “Dana Closing Balance Sheets”), (ii) a statement
(the “Dana Closing Adjustment Statement” and together with the Dana Closing Balance Sheets, the
“Dana Closing Financial Statements”) setting forth (A) the Adjusted Net Working Capital of AMSA as
of the PPA Determination Time with a Pre-petition Payment Adjustment, as derived from the unaudited
consolidated balance sheet of the Dana Targets (i.e., taking into account the effects of
consolidation of AMSA with the other Dana Targets) (the “Actual AMSA ANWC”), (B) the Adjusted Net
Working Capital of the Dana Targets other than AMSA as of the PPA Determination Time with a
Pre-petition Payment Adjustment (the “Actual Remaining Dana Target ANWC”), (C) the total Cash of
the Dana Targets other than AMSA as of the PPA Determination Time with a Pre-petition Payment
Adjustment and before the payments required by Section 7.7(a) (which shall not include
US$18,500,000 of the Cash associated with the Hybrid Loan Dividends) (the “Actual Remaining Dana
Cash,” and together with the Actual Desc Cash, the “Actual Spicer Cash”),



25









 







and (D) the total Cash on the books and records of AMSA as of the PPA Determination Time with
a Pre-petition Payment Adjustment and before the payments required by Section 7.7(a) (which shall
not include US$18,500,000 of the Cash associated with the Hybrid Loan Dividends) (the “Actual AMSA
Cash”) and (iii) an updated Exhibit U with the actual amounts due as of June 30, 2006 in
respect of each of the line items set out in Exhibit U (the “Revised Exhibit U”), the
amounts in clauses (i) and (ii) above to be derived from the Dana Closing Financial Statements.
The Dana Closing Financial Statements shall be prepared in accordance with NIFs (consistently
applied) and the definition of Adjusted Net Working Capital and Cash and if there is an
inconsistency between NIFs and such definitions, the terms set forth in such definitions shall
control.



     (d) In the event that neither Desc Automotriz nor Dana (i) has any objections to the Desc
Closing Financial Statements or the Dana Closing Financial Statements, as the case may be, and does
not deliver a Dispute Notice to the other Party or (ii) otherwise does not deliver a Dispute Notice
to the other Party within the time period required by the immediately following sentence, then, on
the date that is twenty-one (21) calendar days following the later of the date on which the Desc
Closing Financial Statements were delivered and the date on which the Dana Closing Financial
Statements were delivered, the Desc Closing Financial Statements and the Dana Closing Financial
Statements, including the calculations of Actual Desc Target ANWC, Actual AMSA ANWC, Actual
Remaining Dana Target ANWC, the Actual Desc Cash, Actual AMSA Cash and Actual Remaining Dana Cash
set forth therein, shall be deemed to be and shall become final, binding and conclusive on the
Parties. In the event that Dana disputes the Actual Desc Target ANWC or Actual Desc Cash, as set
forth in the Desc Closing Financial Statements, and/or Desc Automotriz disputes the Actual AMSA
ANWC, Actual Dana Remaining ANWC, Actual AMSA Cash or Actual Dana Remaining Cash, as set forth in
the Dana Closing Financial Statements, Dana and/or Desc Automotriz, as the case may be, shall,
within twenty (20) calendar days following the later of the date on which the Desc Closing
Financial Statements were delivered and the date on which the Dana Closing Financial Statements are
delivered, prepare and deliver to the other Party a written notice of dispute (the “Dispute
Notice”), which Dispute Notice shall (i) specifically identify, and provide a reasonably detailed
explanation of the basis upon which Dana and/or Desc Automotriz, as the case may be, has delivered
such Dispute Notice, including, without limitation, the applicable provisions of this Agreement on
which the dispute set forth in such Dispute Notice is based, and (ii) set forth the Actual Desc
Target ANWC, Actual AMSA ANWC, Actual Dana Remaining Target ANWC, Actual Desc Cash, Actual AMSA
Cash and Actual Remaining Dana Cash that Dana and/or Desc Automotriz, as the case may be, believes
existed immediately prior to the Closing, together with such documents and information that it has
utilized in connection with making such determinations and calculations.



     (e) In the event Dana and/or Desc Automotriz, as the case may be, timely delivers a Dispute
Notice to the other Party in accordance with the terms hereof, Dana and Desc Automotriz shall
attempt to reconcile their differences, and any resolution by them as to any such disputes shall be
final, binding and conclusive on the Parties. If Dana and Desc Automotriz are unable to resolve
any such dispute within fifteen (15) calendar days of either Party’s receipt of a Dispute Notice,
Dana and Desc Automotriz shall submit the items remaining in dispute or the nature of the dispute
for resolution to KPMG International or, in the event that KPMG International should be unwilling
or unable to act and so notifies the Parties, such firm of



26









 







accountants as Dana and Desc Automotriz may jointly agree to instruct or, in default of
agreement as to such appointment within ten (10) Business Days after the notice from KPMG
International, such independent accountant as may be appointed by the President for the time being
of the Mexican Board for Research and Development of NIFs (Consejo Mexicano para la Investigación y
Desarrollo de Normas de Información Financiera, A.C.), on the application of either Dana or Desc
Automotriz (the Person appointed in any of the foregoing ways, the “Independent Accounting Firm”).
Promptly, but no later than five (5) Business Days after a dispute is submitted to the Independent
Accounting Firm, Dana and Desc Automotriz shall each submit to such Independent Accounting Firm
(and the other Party) all documentary materials and analyses that it believes to be relevant to a
resolution of the dispute set forth in the Dispute Notice. The Independent Accounting Firm shall,
within forty (40) calendar days after receipt of all such submissions by Dana and Desc Automotriz,
determine and deliver to Dana and Desc Automotriz a written report (the “Final Report”) containing
such Independent Accounting Firm’s determination of the disputed matters that were so submitted to
it (and only such matters), and the determinations of the Independent Accounting Firm that are
contained therein shall be final, binding and conclusive on the Parties. The fees and
disbursements of the Independent Accounting Firm shall be borne equally by Desc Automotriz and
Dana.



     (f) On or prior to the date that is three (3) Business Days following the Determination Date,
the Parties shall:




     (i) first, (A) calculate the amount by which the Actual Desc Target ANWC is greater
than the Projected Desc Target ANWC, which amount shall be zero if the Actual Desc Target
ANWC is less than or equal to the Projected Desc Target ANWC (any such amount, an “Actual
Desc Target ANWC Surplus”), or (B) calculate the amount by which the Actual Desc Target ANWC
is less than the Projected Desc Target ANWC, which amount shall be zero if the Actual Desc
Target ANWC is greater than or equal to the Projected Desc Target ANWC (any such amount, an
“Actual Desc Target ANWC Deficit”);




     (ii) second, (A) calculate the amount by which the Actual AMSA ANWC is greater than the
Projected AMSA ANWC, which amount shall be zero if the Actual AMSA ANWC is less than or
equal to the Projected AMSA ANWC (any such amount, an “Actual AMSA ANWC Surplus”), or (B)
calculate the amount by which the Actual AMSA ANWC is less than the Projected AMSA ANWC,
which amount shall be zero if the Actual AMSA ANWC is greater than or equal to the Projected
AMSA ANWC (any such amount, an “Actual AMSA ANWC Deficit”);




     (iii) third, (A) calculate the amount by which the Actual Remaining Dana Target ANWC is
greater than the Projected Remaining Dana Target ANWC, which amount shall be zero if the
Actual Remaining Dana Target ANWC is less than or equal to the Projected Remaining Dana
Target ANWC (any such amount, an “Actual Remaining Dana Target ANWC Surplus”), or (B)
calculate the amount by which the Actual Remaining Dana Target ANWC is less than the
Projected Remaining Dana Target ANWC, which amount shall be zero if the Actual Remaining
Dana Target ANWC is greater than or equal to the Projected Remaining Dana Target ANWC (any
such amount, an “Actual Remaining Dana Target ANWC Deficit”);



27









 






     (iv) fourth, calculate the amount (such amount, the “Actual ANWC Adjustment Amount”)
equal to:




     (A) 48.803% of the Actual Desc Target ANWC Surplus,




     minus




     (B) 48.803% of the Actual Desc Target ANWC Deficit,




     minus




     (C) 67.131% of the Actual AMSA ANWC Surplus,




     plus




     (D) 67.131% of the Actual AMSA ANWC Deficit,




     minus




     (E) 51.197% of the Actual Remaining Dana Target ANWC Surplus,




     plus




     (F) 51.197% of the Actual Remaining Dana Target ANWC Deficit;




     (v) fifth, if the Actual ANWC Adjustment Amount (A) is positive and (B) exceeds the
amount equal to 0.15 multiplied by the Average ANWC Amount, which amount shall be equal to
US$6,238,575 if the Closing occurs on or prior to July 7, 2006, (the amount of such excess
only, the “Desc ANWC Excess”), then Desc Automotriz shall be required to pay to Dana (or its
designee(s)), in cash by wire transfer of immediately available funds to an account
designated in writing by Dana, the Desc ANWC Excess;




     (vi) sixth, if (A) the Actual ANWC Adjustment Amount is negative and (B) the absolute
value of the Actual ANWC exceeds the amount equal to 0.15 multiplied by the Average ANWC
Amount, which amount shall be equal to US$6,238,575 if the Closing occurs on or prior to
July 7, 2006, (the amount of such excess only, the “Dana ANWC Excess”), then Dana Mexico
shall be required to pay to Desc Automotriz (or its designee(s)), in cash by wire transfer
of immediately available funds to an account designated in writing by Desc Automotriz, the
Dana ANWC Excess;




     (vii) seventh, (1) determine the amount equal to the sum of (A) 67.131% of the Actual
AMSA Cash and (B) 51.197% of the Actual Spicer Cash; (2) subtract from that sum an amount
equal to the aggregate amount of actual payments or adjustments set out in Revised Exhibit
T; and (3) add any actual payments received by the Desc Targets pursuant to the payments set
out Revised Exhibit U (the amount calculated pursuant to this clause (vii), the “Actual Desc
Cash Target”);



28









 






     (viii) eighth, (1) determine the amount equal to the sum of (A) 32.869% of the Actual
AMSA Cash and (B) 48.803% of the Actual Spicer Cash; (2) subtract from that sum an amount
equal to the aggregate amount of actual payments set out in Revised Exhibit U; and (3) add
any actual payments received by the Dana Targets pursuant to the payments set out in Revised
Exhibit T (the amount calculated pursuant to this clause (viii), the “Actual Dana Cash
Target”);




     (ix) ninth, (1) determine from the Desc Closing Financial Statements the amount equal
to the Actual Desc Cash; (2) subtract from that sum an amount equal to the aggregate amount
set out in Estimated Exhibit T; (3) add any actual payments received by Desc Targets
pursuant to the payments set out in Estimated Exhibit U; (4) add the Dana Adjustment
Payment, if any; and (5) subtract the Desc Adjustment Payment, if any (the amount calculated
pursuant to this clause (ix), the “Actual Desc Sum”);




     (x) tenth, (1) determine the amount equal to the sum of (A) the Actual Remaining Dana
Cash (as specified in the Dana Closing Financial Statements) and (B) the Actual AMSA Cash
(as specified in the Dana Closing Financial Statements); (2) subtract from that sum an
amount equal to the aggregate amount of actual payments set out in Estimated Exhibit U; (3)
add any actual payments received by Dana Targets pursuant to the payments set out in
Estimated Exhibit T; (4) add the Desc Adjustment Payment, if any; and (5) subtract the Dana
Adjustment Payment, if any (the amount calculated pursuant to this clause (x), the “Actual
Dana Sum”);




     (xi) eleventh, calculate the amount by which the Actual Desc Sum is greater than the
Actual Desc Cash Target, which amount shall be zero if the Actual Desc Sum is less than or
equal to the Actual Desc Cash Target (any such amount, an “Actual Desc Cash Surplus”);




     (xii) twelfth, (A) calculate the amount by which the Actual Dana Sum is greater than
the Actual Dana Cash Target, which amount shall be zero if the Actual Dana Sum is less than
or equal to the Actual Dana Cash Target (any such amount, an “Actual Dana Cash Surplus”);




     (xiii) thirteenth, if there is an Actual Desc Cash Surplus, then Desc Automotriz shall
be required to pay to Dana (or its designee(s)), in cash by wire transfer of immediately
available funds to an account designated in writing by Dana, an amount equal to such Actual
Desc Target Cash Surplus;




     (xiv) fourteenth, if there is an Actual Dana Cash Surplus, then Dana Mexico shall be
required to pay to Desc Automotriz (or its designee(s)), in cash by wire transfer of
immediately available funds to an account designated in writing by Desc Automotriz, an
amount equal to the Actual Dana Target Cash Surplus; and




     (xv) fifteenth, any amounts due pursuant to clauses (v), (vi), (xiii) and (xiv) above
shall be set off against each other such that one net payment will be made by Desc
Automotriz or Dana Mexico, as the case may be.



29









 





Section 3.3 Purchase Price Adjustment and Allocation.




     (a) The net amount allocated or distributed to the Desc Targets or paid by Dana or its
designee(s) pursuant to the adjustments required by Section 3.2(a)(v), 3.2(a)(ix), 3.2(a)(x),
3.2(f)(vi) and/or 3.2(f)(xiv) shall be added to the Base Dana Target Share Purchase Price, and such
resulting amount shall be the “Final Dana Target Share Purchase Price.” The Final Dana Target
Share Purchase Price shall be allocated among the Dana Targets, as determined by Dana in its sole
discretion.



     (b) The net amount allocated or distributed to the Dana Targets or paid by Desc Automotriz or
its designee(s) pursuant to the adjustments required by Sections 3.2(a)(v), 3.2(a)(vii),
3.2(a)(viii), 3.2(f)(v) and/or 3.2(f)(xiii) shall be added to the Base Dana JV Share Purchase
Price, and such resulting amount shall be the “Final Dana JV Share Purchase Price.”



Section 3.4 Past Due Interest.




     In the event any Party fails to pay when due any amount owed to any other Party pursuant to
this Agreement, interest on such past due amount shall accrue at a per annum interest rate equal to
the Interest Rate (determined as of date on which such past due amount becomes due and unpaid) from
(and including) the date that such amount is due until (but excluding) the date on which such
amount is actually paid.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF THE DANA PARTIES




     Each of the Dana Parties hereby represents and warrants to the other Parties as follows
(except that the representation and warranty in Section 4.2 shall only be made by Dana):



Section 4.1 Incorporation and Registration.




     (a) Organization. Each of the Dana Parties is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization.



     (b) Authorization. Subject to the Bankruptcy Court Approval Order (with respect to
Dana only), each of the Dana Parties has all necessary power, authority and capacity to enter into
this Agreement and the Ancillary Agreements to which it is a party and to perform and carry out its
covenants and obligations hereunder and thereunder. The execution and delivery by each of the Dana
Parties of this Agreement and the Ancillary Agreements to which it is a party, the performance by
it of its obligations hereunder and thereunder and the consummation of the Transactions have been
duly and validly authorized by all necessary action on its part.



Section 4.2 Dana JV Shares.




     (a) Capitalization. The Dana JV Shares consist of 5,329,801,806 shares of common
stock, without par value, which shares are outstanding, fully paid and non-assessable and
constitute 48.803% of all the issued and outstanding shares and equity interests of Spicer.



30









 





     (b) Title. Dana has, and at Closing Desc Automotriz (or its designee(s)) shall
acquire, good and marketable title to the Dana JV Shares free and clear of all Encumbrances and
there are no restrictions on the transfer of the Dana JV Shares except those relating to the Dana
JV Shares set forth in the bylaws of Spicer and the JV Agreement, which restrictions have been
complied with or waived, in both cases subject to the Bankruptcy Court Approval Order.



     (c) Absence of Conflicting Rights. No Person, other than Desc Automotriz, has any
oral or written agreement, option, warrant, privilege or other right capable of becoming any of the
foregoing (whether legal, contractual or otherwise) for the purchase of the Dana Shares or
acquisition of any right, title or interest in or to any of the Dana JV Shares.



Section 4.3 Litigation.




     Subject to receipt of the Bankruptcy Court Approval Order (with respect to Dana only), there
is (i) no suit, action or claim, (ii) no investigation or inquiry by any Governmental Authority,
and (iii) no legal, administrative, arbitration or other proceeding pending or, to the knowledge of
each of the Dana Parties, threatened against either of the Dana Parties or any of their Affiliates
which seeks to terminate or modify or which might affect their rights to enter into this Agreement
or the Ancillary Agreements or consummate the Transactions.



Section 4.4 Enforceability of Obligations.




     Subject to receipt of the Bankruptcy Court Approval Order (with respect to Dana only), this
Agreement has been duly executed and delivered by each of the Dana Parties, and this Agreement
constitutes a valid and binding obligation of each of the Dana Parties enforceable against each of
them in accordance with its terms.



Section 4.5 Absence of Conflicting Agreements.




     Subject to receipt of the Bankruptcy Court Approval Order (with respect to Dana only), the
execution, delivery and performance by the Dana Parties of this Agreement and the Closing will not
contravene or result in a violation of or a default under (with or without the giving of notice or
the lapse of time, or both) or the acceleration of any obligation under: (i) any Applicable Law,
(ii) any License to which any of the Dana Parties is a party, (iii) any of the articles of
incorporation, bylaws or other organizational documents of any of the Dana Parties, or (iv) the
provisions of any agreement, lease, mortgage, security document, obligation other instrument to
which either of the Dana Parties is a party, or by which any of its Assets are bound or affected.



Section 4.6 Approvals.




     Except for (i) the Bankruptcy Court Approval Order (with respect to Dana only), (ii) the
approval of the Transactions by the Federal Competition Commission (Comisión Federal de
Competencia), which has been obtained as of the date of this Agreement, (the “CFC Approval”), and
(iii) the approval of the Transactions by the Federal Trade Commission of the United States of
America (the “FTC Approval”), which has been obtained as of the date of this Agreement, no order,
License, consent, permission, authorization, registration or declaration of, or filing with, any
Governmental Authority or other Person or under Applicable Law is required



31









 







on the part of any of the Dana Parties, in connection with its execution, delivery and
performance of this Agreement or any other documents and agreements to be delivered under this
Agreement or the performance by it of its obligations hereunder.



Section 4.7 No Broker.




     Each of the Dana Parties has carried on all negotiations relating to this Agreement, the
Ancillary Agreements and the Transactions directly and without intervention on its behalf of any
other Person in such manner as to give rise to any valid claim for any brokerage commission,
finder’s fee or other like payment for which any Desc Party or any Desc Target will be liable.



Section 4.8 Sufficiency of Financial Resources.




     Subject to receipt of the Bankruptcy Court Approval Order, at Closing each of Dana Parties
will have the financial and other resources sufficient to timely comply with each of its
obligations hereunder.



ARTICLE V




REPRESENTATIONS AND WARRANTIES OF THE DESC PARTIES




     Each of the Desc Parties hereby represents and warrants to the other Parties as follows:



Section 5.1 Incorporation and Registration.




     (a) Organization. Each of the Desc Parties is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization.



     (b) Authorization. Each of the Desc Parties has all necessary power, authority and
capacity to enter into this Agreement and the Ancillary Agreements to which it is a party and to
perform and carry out its covenants and obligations hereunder and thereunder. The execution and
delivery by each of the Desc Parties of this Agreement and the Ancillary Agreements to which it is
a party, the performance by it of its obligations hereunder and thereunder and the consummation of
the Transactions have been duly and validly authorized by all necessary action on its part. Spicer
has all necessary power and authority to cause the JV Subsidiaries to do or take any action
necessary for the consummation of the Transactions, as contemplated by this Agreement, and all such
actions have been duly and validly authorized, as necessary, by the JV Subsidiaries.



Section 5.2 Dana Target Shares.




     (a) Capitalization. The Dana Target Shares consist of the following:




     (i) Etrac Shares: 30,000 Series A shares, 19,999 Series B shares, 241,170,000 Series
A-1 shares, and 160,779,999 Series B-1 shares owned by Spicer, and 1 Series B share and 1
Series B-1 share owned by Inmobiliaria Unik, all of which represent 100% of the issued and
outstanding shares and equity interests of Etrac. All Etrac Shares are outstanding, fully
paid and non-assessable.



32









 






     (ii) ENCO Shares: 19,654 Series A shares, 13,101 Series B shares, 14,980,346 Series
A-1 shares, and 9,986,897 Series B-1 shares owned by Spicer, and 1 Series B share and 1
Series A share owned by Inmobiliaria Unik, all of which represent 100% of the issued and
outstanding shares and equity interests of ENCO. All ENCO Shares are outstanding, fully
paid and non-assessable.




     (iii) Cardanes Shares: 30,000 Series A shares, 19,999 Series B shares, 41,969,999
Series A-1 shares, and 27,980,000 Series B-1 shares owned by Spicer, and 1 Series B share
and 1 Series B-1 share owned by Inmobiliaria Unik, all of which represent 100% of the issued
and outstanding shares and equity interests of Cardanes. All Cardanes Shares are
outstanding, fully paid and non-assessable.




     (iv) Forjas Shares: 30,000 Series A shares, 19,999 Series B shares, 110,970,000 Class
I Series A shares, and 73,979,999 Class II Series B shares owned by Spicer, and 1 Series B
share and 1 Series B-1 share owned by Inmobiliaria Unik, all of which represent 100% of the
issued and outstanding shares and equity interests of Forjas. All Forjas Shares are
outstanding, fully paid and non-assessable.




     (v) Direcspicer Shares: 6,120 Series A shares, 4,079 Series B shares, 10,650,000
Series C shares, and 7,099,999 Series D shares owned by Spicer, and 1 Series B shares owned
by Desc Automotriz, 1 Series B share owned by Inmobiliaria Unik, all of which represent 100%
of the issued and outstanding shares and equity interests of Direspicer. All Direcspicer
Shares are outstanding, fully paid and non-assessable.




     (vi) Spicer Servicios Shares: 25,500 Series A shares and 24,499 Series B shares owned
by Spicer, 1 Series B share owned by Direcspicer, all of which represent 100% of the issued
and outstanding shares and equity interests of Spicer Servicios. All Spicer Servicios
Shares are outstanding, fully paid and non-assessable.




     (vii) Corporación Inmobiliaria Shares: 25,500 Series A shares, 24,499 Series B shares,
8,306,256 Series A-1 shares, and 7,980,519 Series B-1 shares owned by Spicer, and 1 Series B
share and 1 Series B-1 owned by Inmobiliaria Unik, all of which represent 100% of the issued
and outstanding shares and equity interests of Corporación Inmobiliaria. All Corporación
Inmobiliaria Shares are outstanding, fully paid and non-assessable.




     (viii) AMSA Shares: AMSA’s Shares are 17,216 Series A shares, 11,477 Series B shares,
35,999,999 Series A-1, and 4,400,632 Series B-1 shares owned by Spicer, 19,599,367 Series
B-1 shares owned by Desc Automotriz, and 1 Series A-1 share, and 1 Series B-1 share owned
by Inmobiliaria Unik, all of which represent 100% of the issued and outstanding shares and
equity interests of AMSA. All AMSA’s Shares are outstanding, fully paid and non-assessable.



     (b) Title. Each of the Desc Parties and Direcspicer has, and at Closing Dana Mexico
(or its designee(s))shall acquire, good and marketable title to the Dana Target Shares free and
clear of all Encumbrances. There are no restrictions on the transfer of the Dana Target Shares
except



33









 







those relating to the Dana Target Shares set forth in the bylaws of each Dana Target, which
restrictions have been complied with or waived in accordance with Applicable Laws.



     (c) Absence of Conflicting Rights. No Person, other than (i) Inmobiliaria Unik (with
respect to its ownership of the Etrac Shares , the Enco Shares, the Cardanes Shares, the Forjas
Shares, the Direcspicer Shares, the Corporación Inmobiliaria Shares and the AMSA Shares, in each
case as detailed in Section 5.2(a)), (ii) Direcspicer (with respect to its ownership of the Spicer
Servicios Shares as detailed in Section 5.2(a)), and (iii) Desc Automotriz (with respect to its
ownership of the AMSA Shares as detailed in Section 5.2(a)), has any oral or written agreement,
option, warrant, privilege or other right capable of becoming any of the foregoing (whether legal,
contractual or otherwise) for the purchase, subscription or issuance of any issued or unissued
shares or other securities of any of the Dana Targets and no securities or obligations convertible
into or exchangeable for shares or other securities of any of the Dana Targets has been authorized
or agreed to be issued or are outstanding.



Section 5.3 Indebtedness. Except as set forth on Schedule 5.3 and except for any
Indebtedness owed by any Desc Target or Dana Target to any other Desc Target or Dana Target,
neither Spicer nor any JV Subsidiary has any Indebtedness.





Section 5.4 Litigation.




     There is (i) no suit, action or claim, (ii) no investigation or inquiry by any Governmental
Authority, and (iii) no legal, administrative, arbitration or other proceeding pending or, to the
knowledge of each of the Desc Parties, threatened against any of them or any of their Affiliates
which seeks to terminate or modify or which might affect their rights to enter into this Agreement
or the Ancillary Agreements or consummate the Transactions. Except as set forth on Schedule
5.4, there is no legal, administrative, arbitration or other proceeding pending or, to the
knowledge of each of the Desc Parties, threatened against any of the Dana Targets, that has a
stated claim amount, individually or in the aggregate for related claims, in excess of US$100,000
or the equivalent in Mexican Pesos and there are no material judgments, orders, decrees, writs or
injunctions entered into by or against the Dana Targets that are currently in effect in accordance
with Applicable Laws.



Section 5.5 Financial Statements.




     (a) The Desc Parties have delivered or caused to be delivered to Dana complete and accurate
copies of the Financial Statements and the December 31, 2005 actuarial report for the Financial
Statements.



     (b) The Financial Statements (i) have been prepared from the Books and Records of Spicer and
each of the JV Subsidiaries, (ii) have been prepared in accordance with NIFs throughout the periods
involved and (iii) present fairly in all material respects the financial condition of Spicer and
each of the JV Subsidiaries as of such date and the results of their operations for the period then
ended. Except for the filing by Dana of the Chapter 11 Case and as set forth in Schedule
5.5(b), after giving effect to the Transactions, since December 31, 2005 there has been no
material adverse change in the business, financial conditions or results of operations of Spicer or
any of the JV Subsidiaries.



34









 





Section 5.6 Enforceability of Obligations.




     This Agreement has been duly executed and delivered by each of the Desc Parties, and this
Agreement constitutes a valid and binding obligation of each of the Desc Parties enforceable
against each of them in accordance with its terms.



Section 5.7 Absence of Conflicting Agreements.




     The execution, delivery and performance by the Desc Parties of this Agreement and the Closing
will not contravene or result in a violation of or a default under (with or without the giving of
notice or the lapse of time, or both) or the acceleration of any obligation under: (i) any
Applicable Law, (ii) any License to which any of the Desc Parties is a party, (iii) any of the
articles of incorporation, bylaws or other organizational documents of any of the Desc Parties, or
(iv) the provisions of any agreement, lease, mortgage, security document, obligation or other
instrument to which any of the Desc Parties is a party, or by which any of their Assets are bound
or affected.



Section 5.8 Approvals.




     Except for the CFC Approval, the FTC Approval and the CNA Approval, no order, License,
consent, permission, authorization, registration or declaration of, or filing with, any
Governmental Authority or other Person or under Applicable Law is required on the part of any of
the Desc Parties, in connection with its execution, delivery and performance of this Agreement or
any other documents and agreements to be delivered under this Agreement or the performance by it of
its obligations hereunder.



Section 5.9 No Broker.




     Each of the Desc Parties has carried on all negotiations relating to this Agreement, the
Ancillary Agreements and the Transactions directly and without intervention on its behalf of any
other Person in such manner as to give rise to any valid claim for any brokerage commission,
finder’s fee or other like payment for which any Dana Party or any Dana Target will be liable.



Section 5.10 Sufficiency of Financial Resources.




     Each of the Desc Parties has the financial and other resources sufficient to timely comply
with each of its obligations hereunder.



ARTICLE VI




NON-WAIVER; SURVIVAL




Section 6.1 Non-Waiver.




     No investigation made by or on behalf of any Party at any time shall waive, diminish the scope
of or otherwise affect any representation, warranty or covenant made by the other Parties in this
Agreement or any Ancillary Agreement. No waiver of any condition or other provisions, in whole or
in part, shall constitute or be construed as a waiver of any other condition or



35









 







provision (whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided for in writing.



Section 6.2 Nature and Survival.




     All representations and warranties made by the Parties shall survive the Closing and shall
terminate on the fifth (5th) anniversary of the Closing Date; provided, however,
that the representations regarding title to shares set forth in Section 4.2(b) and Section 5.2(b)
and any covenants of the Parties set forth in this Agreement shall survive the Closing Date until
the expiration of the applicable statute of limitations. After the end of any applicable survival
period, no Party shall have any further liability hereunder with respect to such representations,
warranties and covenants, except with respect to Claims for which notice has been provided to the
Indemnifier prior to the expiration of such period.



ARTICLE
VII




COVENANTS OF THE PARTIES




Section 7.1 Conduct of the Business.




     (a) Except as otherwise contemplated by this Agreement, during the period from the date of
this Agreement to the earlier of the Closing Date and the Termination Date, Desc Automotriz and
Dana shall cause Spicer to, Spicer shall, and Spicer shall cause each of the JV Subsidiaries to, do
the following: (i) conduct its business in the Ordinary Course of Business (except as otherwise
mutually agreed in writing); (ii) use reasonable best efforts to maintain the services of all
employees and officers (other than those employees to be terminated pursuant to Section 7.17(e));
(iii) use reasonable best efforts to preserve intact the organization and goodwill of its or their
business; (iv) use commercially reasonable efforts to maintain in all material respects its current
relationships with customers, suppliers, distributors and others having business dealings with it;
(v) pay their Indebtedness and trade and other accounts payable punctually when and as the same
will become due and payable and perform and observe, in all material respects, their duties and
obligations under all material Contracts; and (vi) take any action that is required so that all
representations or warranties of the Desc Parties and of the Dana Parties are true and correct in
all material respects as of the Closing.



     (b) Without limiting the generality or effect of Section 7.1(a), unless otherwise provided
under this Agreement and/or the Ancillary Agreements, prior to the Closing, Spicer will not, and
will not permit any of the JV Subsidiaries to take, without the prior written consent of Desc
Automotriz (which such consent shall be given by Miguel Ángel Sosa or such other person as Desc
Automotriz may designate in writing) and Dana (which such consent shall be given by Ruperto Jiménez
or such other person as Dana may designate in writing), to:




     (i) amend or modify their governing or organizational documents, from those existing on
the date of this Agreement;




     (ii) change any salaries or other compensation of, or pay any bonuses to, any director,
manager, officer or employee of Spicer or any JV Subsidiary, as applicable, or enter into
any employment, severance or similar agreement with any director, manager,



36









 







officer or employee of Spicer or any JV Subsidiary; provided, however,
that the compensation of employees of Spicer or any of JV Subsidiary receiving annual
compensation of less than US$50,000 may be changed in the Ordinary Course of Business;




     (iii) adopt, amend or increase any benefits under any profit sharing, bonus, deferred
compensation, savings, insurance, pension, retirement or other employee benefit plan or
policy;




     (iv) procure, enter into, amend or terminate (A) with respect to any of the Desc
Targets, any Contract (including sales agreements and purchase orders) to which it is a
party that involves future payments to, by or on its behalf in excess of US$2,500,000 and
(B) with respect to any of the Dana Targets, any Contract (including sales agreements and
purchase orders) to which it is a party that involves future payments to, by or on its
behalf in excess of US$100,000;




     (v) incur, assume or guarantee any Indebtedness, other than, in the case of the Desc
Targets, guarantees to suppliers of any of the Desc Targets that are given by another Desc
Target;




     (vi) except for the sale of the Tlaxcala Assets and the Autoprecisa Land, enter into
any transaction or commitment relating to the Assets or the business of Spicer or such JV
Subsidiary that, individually or in the aggregate, could be material to the business of
Spicer or such JV Subsidiary, or cancel or waive any claim or right of substantial value
that, individually or in the aggregate, could be material to the business of Spicer or such
JV Subsidiary or amend any term of any outstanding securities of Spicer or any JV
Subsidiary;




     (vii) except as expressly contemplated by this Agreement, set aside or pay any dividend
or distribution with respect to any securities of Spicer or any JV Subsidiary, repurchase,
redeem or otherwise acquire directly or indirectly, any outstanding securities of Spicer or
any JV Subsidiary or make any payment to or for the benefit of Dana, Desc Automotriz or any
of their Affiliates;




     (viii) make any change in financial or Tax accounting methods or practices, except as
required by Applicable Laws (in which case Spicer will promptly notify Desc Automotriz and
Dana of such change);




     (ix) except as required by this Agreement, issue or sell any securities of Spicer or
any JV Subsidiary, as applicable, or make any other changes in Spicer’s or any of the JV
Subsidiaries’ capital structures;




     (x) except as expressly permitted under this Agreement (including the sale of the
Tlaxcala Assets and of the Autoprecisa Land), sell, lease or otherwise dispose of any
material Asset or otherwise sell, lease or dispose of any Asset other than in the Ordinary
Course of Business;



37









 






     (xi) except as expressly permitted under this Agreement (A) write-off as uncollectible
any notes or accounts receivable except write-offs in the Ordinary Course of Business
charged to reserves, none of which is, individually or in the aggregate, material, (B)
write-off, write-up or write-down any other material Asset of Spicer or any JV Subsidiary or
(C) alter the customary time periods for collection of accounts receivable or payments of
accounts payable;



     (xii) grant any Encumbrance other than a Permitted Encumbrance;




     (xiii) except as expressly contemplated by this Agreement, pay, discharge, settle or
satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted,
contingent or otherwise) in excess of US$100,000, other than the payment, discharge or
satisfaction of liabilities in the Ordinary Course of Business;



     (xiv) merge or consolidate with any Person;



     (xv) enter into any compromise or settlement of, or take any other action with respect
to, any litigation, action, suit, claim, proceeding or investigation unless required by law
or if failure to act would have a material adverse effect with respect to the business of
Spicer or any JV Subsidiary;



     (xvi) except as expressly contemplated by this Agreement, make any loan, advance or
capital contributions to or investment in any Person;



     (xvii) terminate or close any material facility, business or operation of Spicer or any
JV Subsidiary;



     (xviii) cause any damage, destruction or other casualty loss (whether or not covered by
insurance) affecting the business or Assets of Spicer or any JV Subsidiary, which,
individually or in the aggregate, has had or would reasonably be expected to have, a
material adverse effect with respect to the business of Spicer or any JV Subsidiary;



     (xix) grant or pay any severance or termination pay to any former officer, director,
manager or employee of the Company or any of its Subsidiaries, except as required under
existing employment agreements and as set forth in Schedule 7.1(b)(xix);



     (xx) cause or take any other action that could cause an event, occurrence, development
or state of circumstances or facts which individually or in the aggregate, would reasonably
be expected to have a material adverse effect with respect to the business, financial
conditions or results of operations of Spicer or any JV Subsidiary;



     (xxi) spend or commit to spend on or prior to June 30, 2006 an amount of capital
expenditures that is greater than that set forth in Schedule 7.1(b)(xxi);



     (xxii) license outside of the Ordinary Course of Business, assign or transfer any
intangible Assets; or



     (xxiii) agree or otherwise commit to do any of the foregoing.



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Section 7.2 Covenants Related to Chapter 11 Case.




     (a) Bankruptcy Court Approval Motion. Dana shall file with the Bankruptcy Court the
Bankruptcy Court Approval Motion no later than five (5) days after execution of this Agreement and
shall serve such Bankruptcy Court Approval Motion, by mail, on all parties entitled to notice under
this Agreement, the Bankruptcy Code, the Bankruptcy Rules and any order entered by the Bankruptcy
Court. The Bankruptcy Court Approval Motion shall seek approval of the Agreement and entry of the
Bankruptcy Court Approval Order.



     (b) Timing of Entry of the Bankruptcy Court Approval Order. Dana shall use its best
efforts to obtain entry of the Bankruptcy Court Approval Order no later than June 21, 2006. Desc
Automotriz agrees to reasonably cooperate with such efforts.



     (c) Appeal of the Bankruptcy Court Approval Order. If the Bankruptcy Court Approval
Order or any other order of the Bankruptcy Court relating to this Agreement or the Transactions
shall be appealed by any Person (or a petition for certiorari or motion for rehearing, reargument
or stay shall be filed with respect thereto), Dana agrees to take all commercially reasonable steps
and use commercially reasonable efforts, to defend against such appeal, petition or motion, and
Desc Automotriz agrees to reasonably cooperate in such efforts. Dana and Desc Automotriz shall use
commercially reasonable efforts to obtain an expedited resolution of such appeal; provided
that nothing herein shall preclude the Parties, in their sole and absolute discretion, from
consummating the Transactions if the Bankruptcy Court Approval Order shall have been entered and
shall have not been stayed and Desc Automotriz shall have waived in writing the requirement that
the Bankruptcy Court Approval Order be a final order that has not been reversed, modified,
rescinded, or stayed, and for which the time to appeal has expired and is no longer subject to
appeal or further judicial review.



     (d) Consultation and Notice. Dana shall, and shall cause its Affiliates to, (i)
consult with Desc Automotriz, prior to its submission to the Bankruptcy Court, on the form and
substance of the Bankruptcy Court Approval Motion and the proposed Bankruptcy Court Approval Order
and all other court submissions by Dana relating to this Agreement, the Ancillary Agreements or the
Transactions, and (ii) promptly deliver to Desc Automotriz copies of any and all pleadings,
motions, notices, statements, schedules, applications, reports, proposed orders, creditor
presentations and other documents related to this Agreement, the Ancillary Agreements or the
Transactions to be filed with the Bankruptcy Court by Dana and any and all pleadings, motions,
notices, statements, schedules, applications, reports, proposed orders and other documents related
to this Agreement, the Ancillary Agreements or the Transactions that have been filed by Dana or
other entities, including any objections to this Agreement or any of the Ancillary Agreements, any
objections to the Transactions, any objections to the Bankruptcy Court Approval Motion, or any
pleadings filed with the Bankruptcy Court in connection with the Transactions or the transfer of
the Dana JV Shares.



     (e) Plan of Reorganization or Liquidation. Dana further covenants and agrees that,
to the extent this Agreement, the Ancillary Agreements and the Transactions are approved by the
Bankruptcy Court, the terms of any plan of reorganization or liquidation submitted by Dana or its
Affiliates to the Bankruptcy Court for confirmation shall not conflict with, supersede, abrogate,
nullify, modify or restrict the terms of this Agreement, the Ancillary Agreements and the rights



39









 







of Desc Automotriz or its Affiliates hereunder or thereunder, or in any way prevent or
interfere with the consummation or performance of the Transactions, including any transaction that
is contemplated by or approved pursuant to the Bankruptcy Court Approval Order.



Section 7.3 General Covenants Regarding Conditions Precedent.




     The Parties shall use their reasonable best efforts to cause the conditions precedent to
Closing set forth in Article VIII to be satisfied as soon as possible following the execution of
this Agreement. Without limiting the generality of the foregoing, the Parties shall, and shall
cause each of the Dana Targets, the Desc Targets and their respective Affiliates to, do or cause to
be done the actions detailed in Section 7.4 through Section 7.23.



Section 7.4 Sale and Purchase of Real Property.




     Prior to the Closing Date, Corporación Inmobiliaria and Villa Industrial shall acquire from
the current owner the Real Properties on which the operating units of the Dana Targets and the Desc
Targets, respectively, have been conducting their respective business, as set forth below, with the
understanding that each Party shall pay any fees incurred by it in connection therewith. Taxes,
costs and expenses incurred in connection with the sale and purchase of Real Property as
contemplated by this Agreement shall be paid by the acquiring Party (except for the income Tax
which shall be borne by the selling Party) pursuant to this Section 7.4.



     (a) TTSP Facility. Villa Industrial shall acquire from Corporación Inmobiliaria, the
land, buildings and any interests therein located at the Municipio de Pedro Escobedo, Querétaro,
with a total surface of 77,800 square meters (m2) (the “TTSP Facility”), for an
aggregate price of MX$106,450,000, which shall be fully paid, in cash, on the date of execution of
the corresponding public deed, in substantially the form attached hereto as Exhibit L.



     (b) TF Victor Facility. Villa Industrial shall acquire from Corporación Inmobiliaria
the land, buildings and any interests therein located at Lote #5, Manzana 10, Superfraccionamiento
Industrial “Alce Blanco,” Municipio de San Bartolo Naucalpan, Estado de Mexico, with a total
surface of 1,880.76 square meters (m2) (the “TF Victor Facility”), for an aggregate
price of MX$8,889,667, which shall be fully paid, in cash, on the date of execution of the
corresponding public deed, in substantially the form attached hereto as Exhibit M.



     (c) Etrac Facility. Corporación Inmobiliaria shall acquire from Spicer, the land,
buildings and any interests therein located at Avenida de las Industrias #10, Tlalnepantla, Estado
de Mexico, with a total surface of 34,094.50 square meters (m2) (the “Etrac Facility”),
for an aggregate price of MX$130,000,000, which shall be fully paid, in cash, on the date of
execution of the corresponding public deed, in substantially the form attached hereto as
Exhibit N.



     (d) Cardanes Facility. Corporación Inmobiliaria shall acquire from Inmobiliaria
Corcel, the land, buildings and any interests therein located at Acceso tres (formerly known as
Fracción II de la Zona Industrial de Carrillo Puerto, Ciudad Industrial Benito Juárez, Querétaro,
Querétaro, with a total surface of 47,256 square meters (m2) (the “Cardanes Facility”),
for an aggregate price of MX$57,806,150, which shall be fully paid, in cash, on the date of
execution of the corresponding public deed, in substantially the form attached hereto as
Exhibit O.



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     (e) AMSA Facility. Corporación Inmobiliaria shall acquire from Inmobiliaria Unik and
Villa Industrial, the land, buildings and any interests therein located at Avenida de las
Industrias #24, Fraccionamiento Industrial “La Presa,” at San Juan Ixhuatepec, Tlalnepantla, Estado
de Mexico, with a total surface of 39,965.25 square meters (m2) (the “AMSA Facility”),
for an aggregate price of MX$101,085,000, which shall be fully paid, in cash, on the date of
execution of the corresponding public deed, in substantially the form attached hereto as
Exhibit P.



     (f) Cedei Facility. Corporación Inmobiliaria shall acquire from Inmobiliaria Corcel
the land, buildings, and any interests therein located at Municipio de Querétaro, Querétaro, with a
total surface of 7,500 square meters (m2) (the “Cedei Facility”) for an aggregate price
of MX$11,398,544, which shall be fully paid, in cash, on the date of execution of the corresponding
public deed, in substantially the form attached hereto as Exhibit Q. In connection of such
sale and for an amount included in such purchase price, Corporación Inmobiliaria shall also acquire
the equipment of the data center located at the Cedei Facility, which equipment is listed in
Exhibit Q-2.



Section 7.5 Water Rights Assignment Agreements.




     Tremec and Corporación Inmobiliaria, on one hand, and Cardanes, Forjas and ENCO, on the other,
shall enter into separate water rights assignment agreements (the “Water Rights Assignment
Agreements”), pursuant to which Tremec shall assign to each of Cardanes, Forjas and ENCO, and will
agree to supply as from the date of execution thereof until definitive approval of such assignments
is obtained from the corresponding Governmental Authorities, certain volume of its water rights
under Tremec’s Water Concession Titles Number 4QRO101076/12FMGR95, 4QRO101077/12FMGR95 and
4QRO101020/12FMGR94, as detailed in Exhibit H and the Parties shall cause the Water Rights
Assignment Agreements to be filed with the National Water Commission for approval.



Section 7.6 Payment of Indebtedness and Certain Related Actions.




     (a) Indebtedness.




     (i) Spicer and the JV Subsidiaries shall take all necessary actions to pay, or cause
to be paid, any Indebtedness of Spicer and the JV Subsidiaries owed to any Third Party,
outstanding as of the Closing Date, including the Indebtedness set forth on Schedule
5.3 (the “Third Party Debt”). To the extent that any JV Subsidiary does not have funds
available to pay any Third Party Debt, Spicer shall loan such funds to such JV Subsidiary as
are necessary to pay such Third Party Debt. To the extent that Spicer does not have funds
available to loan to a JV Subsidiary to repay Third Party Debt, Desc Automotriz shall take
all necessary actions to repay its Indebtedness to Spicer, and Spicer shall use such funds
to make the loans contemplated by this Section 7.6(a)(i).




     (ii) As of the Closing, Desc Automotriz shall repay any remaining Indebtedness owed by
Desc Automotriz or any of its Affiliates to Spicer or any of the JV Subsidiaries.



     (b) GE Agreements. The Parties acknowledge that each of Cardanes, ENCO and Etrac is
a party to an equipment lease agreement (the one with Cardanes, the “Cardanes GE Agreement”; the
one with ENCO, the “ENCO GE Agreement”; and the one with Etrac, the



41









 







“Etrac GE Agreement” and, together with the Cardanas GE Agreement and the ENCO GE Agreement,
the “Dana Target GE Agreements”) executed between such Dana Target, as lessee, and Desc, as joint
obligor, on the one hand, and General Electric Capital CEF Mexico, S. de R.L. de C.V. (“GE”), on
the other hand, as detailed in Schedule 7.6(b). The Parties agree that, at Closing,
Cardanes, Enco and Etrac will assign the Cardanes GE Agreement, the ENCO GE Agreement and the Etrac
GE Agreement, respectively, to Desc Automotriz pursuant to three (3) assignment agreements in a
form to be agreed in good faith by the Parties (the “GE Assignments”). Immediately upon receipt of
such assignments, Desc Automotriz shall sublease all the equipment that is the subject of the
Cardanes GE Agreement, the ENCO GE Agreement and the Etrac GE Agreement to Cardanes, ENCO and
Etrac, respectively, pursuant to three (3) sublease in a form to be agreed in good faith by the
Parties (the “GE Subleases”), each of which subleases shall provide for (i) quarterly lease
payments by Cardanes, ENCO and Etrac, as the case may be, to Desc Automotriz in the amount of the
lease payments due in such quarter under the relevant agreement, (ii) quarterly payments of a
sublease fee in an amount equal to 0.25% of the total unpaid balance under the relevant agreement
as of the date of payment of such fee and (iii) the creation and perfection of a first priority
mortgage (hipoteca en primer lugar y grado de prelación) in favor of Desc Automotriz on Real
Property of Corporación Inmobiliaria, the value of which as of the Closing Date shall be no less
than 150% of the total unpaid balance as of the Closing Date under the relevant agreement (the
“Corporación Inmobiliaria Mortgage”).



     (c) Letters of Credit. The Parties acknowledge that certain letters of credit have
been issued by Comerica Bank, N.A. (“Comerica”) for the account of Forjas, as detailed in
Schedule 7.6(c), and have been guaranteed by both Desc Automotriz and Desc (the “Comerica
Letters of Credit”). Spicer shall (and Dana and Desc Automotriz shall cause Spicer to) provide
funds to Forjas to pay in full any amount outstanding under the Comerica Letters of Credit
(including fees), in a total amount of US$8,927,710, on or prior to the Closing Date.



     (d) Release by Comerica. Spicer shall, and shall cause Forjas to, and Desc
Automotriz and Desc shall cause Spicer to, take all necessary action to obtain from Comerica, an
unconditional and complete release of Desc and Desc Automotriz by Comerica in connection with the
Comerica Letters of Credit.



     (e) Bonds. The Parties agree that certain payment and performance bonds issued by
Afianzadora Insurgentes, S.A., Fianzas Atlas, S.A., Fianzas Guardiana Inbursa, S.A. and Fianzas
Monterrey, S.A. to guarantee and secure the payment of certain obligations of certain Dana Targets,
as detailed in Schedule 7.6(e), and guaranteed by both Desc Automotriz and Desc (the “Dana
Target Bonds”) shall remain outstanding after the Closing. Any costs associated with maintaining
the Dana Target Bonds outstanding after the Closing shall be borne 48.803% by Dana Mexico and
51.197% by Spicer.



Section 7.7 Cash Settlements and Hybrid Loans.




     (a) Cash Settlement of Certain Payments. The Parties agree that at the Closing and
in the manner contemplated by Section 3.2(a):




     (i) Spicer shall cause the Estimated Desc Cash to be used for or allocated to the
payments for the account of Desc Automotriz detailed in Exhibit T; and



42









 






     (ii) Spicer shall cause the Estimated Dana Cash to be used for and allocated to the
payments for the account of Dana detailed in Exhibit U.



     (b) Hybrid Loans and Hybrid Loan Dividends. Prior to the Closing Date, Dana shall
provide funding to each of ENCO and Cardanes in an amount equal to US$14,500,000 and US$5,000,000,
respectively (the “Hybrid Loans”) pursuant to two securities agreements in the form of Exhibit
V attached hereto (the “Securities Agreements”) to be entered into by Dana (as holder) and each
of ENCO and Cardanes (each, as issuer). With the proceeds of such Hybrid Loans, on the Closing
Date, each of ENCO and Cardanes shall declare and pay a cash dividend (after the purchase of the
Dana JV Shares by Desc Automotriz has taken place), as detailed below:




     (i) ENCO Dividend. The Shareholders of ENCO shall hold a Shareholders Meeting to,
among other resolutions, declare a cash dividend in a total amount of US$14,500,000 (the
“ENCO Dividend”) to be paid as follows: (i) US$14,499,998.84 to be paid to Spicer; and (ii)
US$1.16 to be paid to Inmobiliaria Unik. Such ENCO Dividend shall have been fully paid as
of the Closing Date.




     (ii) Cardanes Dividend. The Shareholders of Cardanes shall hold a Shareholders
Meeting to, among other resolutions, declare a dividend in a total amount of US$5,000,000
(the “Cardanes Dividend” and together with the ENCO Dividend, the “Hybrid Loan Dividends”)
to be paid as follows: (i) US$4,999,999.86 to be paid to Spicer; and (ii) US$0.14 to be
paid to Inmobiliaria Unik. Such Cardanes Dividend shall have been fully paid as of the
Closing Date.



     (c) Tremec Dividend. Prior to the Closing, Desc Automotriz and Dana shall cause
Spicer, and Spicer shall cause Tremec to declare a cash dividend in the amount of US$10,000,000.
For such purpose, the Shareholders of Tremec shall hold a Shareholders Meeting to, among other
resolutions, declare such dividend.



     (d) ENCO Dividend. Prior to the Closing, Desc Automotriz and Dana shall cause
Spicer, and Spicer shall cause ENCO to declare a cash dividend in the amount of US$4,500,000. For
such purpose, the Shareholders of ENCO shall hold a Shareholders Meeting to, among other
resolutions, declare such dividend.



     (e) Corporación Inmobiliaria Dividend. Prior to the Closing, Desc Automotriz and
Dana shall cause Spicer, and Spicer shall cause Corporación Inmobiliaria to declare a cash dividend
in the amount of US$12,000,000. For such purpose, the Shareholders of Corporación Inmobiliaria
shall hold a Shareholders Meeting to, among other resolutions, declare such dividend.



Section 7.8 Capitalization and Assignment of Inter-Company Debt.




     (a) At Closing, Dana, Desc Automotriz and Spicer shall take all necessary actions to: (i)
cause an amount equal to the amount owed as of the Closing Date by AMSA to Spicer to be capitalized
(A) 32.64% by Desc Automotriz in the form of cash, (B) 0.01% by Corporación Inmobiliaria in the
form of cash and (C) 67.35% by Spicer in the form of capitalization of indebtedness; and (ii) AMSA
to issue shares in favor of Desc Automotriz, Corporación Inmobiliaria and Spicer as a result of
such capitalization (“AMSA Capitalization”).



43









 





     (b) Immediately after the AMSA Capitalization, Spicer shall assign to Corporación
Inmobiliaria any and all of the amounts owed as of the Closing Date (the “Dana Targets
Receivables”) to Spicer by any and all of the Dana Targets (other than Corporación Inmobiliaria)
(the “Inter-Company Debt”). Corporación Inmobiliaria shall pay as consideration for such Dana
Targets Receivables an amount equal to the face value of such Dana Targets Receivables (the
“Receivables Consideration”), which payment shall be made by the issuance of additional shares of
stock of Corporación Inmobiliaria to Spicer (the “Corporación Inmobiliaria Capitalization I”).
Dana, Desc Automotriz and Spicer shall take all necessary actions to cause Corporación Inmobiliaria
to hold a Shareholders Meeting to approve the Corporación Inmobiliaria Capitalization I.



     (c) At Closing, Desc Automotriz and Spicer shall take all necessary actions to cause an
amount equal to the amount owed as of the Closing Date by Corporación Inmobiliaria to Spicer
(including the loan referenced in Section 2.4(b)(ii)) to be capitalized by Spicer and Corporación
Inmobiliaria to issue shares in favor of Spicer as a result of such capitalization (the
“Corporación Inmobiliaria Capitalization II”). Desc Automotriz and Spicer shall take all necessary
actions to cause Corporación Inmobiliaria to hold a Shareholders Meeting to approve the Corporación
Inmobiliaria Capitalization II.



Section 7.9 Spicer and JV Subsidiaries Resolutions.




     Desc Automotriz and Dana shall cause Spicer, and Spicer shall cause each of the JV
Subsidiaries, to hold Shareholders Meetings and, if required by Applicable Law or any applicable
organizational documents, directors meetings to approve each of the transactions and arrangements
contemplated herein as part of the Transactions (the “Spicer and JV Subsidiaries Resolutions”).



Section 7.10 Books and Records.




     (a) Preservation of and Access to Books and Records. Dana Mexico, on the one hand,
and Desc Automotriz and Spicer, on the other hand, shall (i) cause each of the Dana Targets and the
Desc Targets, respectively, to preserve and keep their respective Books and Records delivered to
them in connection with or in the possession of the Dana Targets or the Desc Targets, as the case
may be, at the completion of the Transactions for a period of five (5) years from the Closing Date,
or for any longer period as may be required by Applicable Law or Governmental Authority or as set
forth in this Section 7.10(a), and (ii) make such Books and Records available to the other Parties
as may be reasonably required by them, including in connection with a Claim by any Party against
another under this Agreement, any Third Party Claim, any external reporting requirements, or in
order to comply with any Applicable Law, regulation or stock exchange rule; provided,
however, that the foregoing right of access shall not be exercisable in such a manner as to
interfere unreasonably with the normal operations and business of the Dana Targets or the Desc
Targets. Furthermore, Desc Automotriz acknowledges that Dana Mexico shall not be liable to Desc
Automotriz in the event of any accidental destruction of the Books and Records of the Dana Targets
caused after Closing other than by the negligence of the Dana Parties or the Dana Targets
management. Dana Mexico acknowledges that Desc Automotriz shall not be liable to Dana Mexico in
the event of any accidental



44









 







destruction of the Books and Records of the Desc Targets caused after Closing other than by
the negligence of Desc Parties or the Desc Targets management.



     (b) Post-Closing External Reporting Requirements. For purposes of supporting
compliance by each of Dana Mexico and Desc Automotriz with its respective immediate post-Closing
external reporting requirements, the Dana Parties and the Desc Parties hereby agree to provide and
make available to each other, and to cause the Dana Targets and the Desc Targets (as applicable),
to provide and make available to Dana Mexico or Desc Automotriz, as the case may be, the financial
information relating to the preliminary unaudited balance sheets and income statements of each of
the Dana Targets and the Desc Targets as of June 30, 2006 to be prepared by each of the Dana
Targets management and the Desc Targets management, and delivered to each of Dana Mexico and Desc
Automotriz, within a time frame consistent with past practice, but in no event exceeding five (5)
Business Days after the Closing Date.



Section 7.11 Confidentiality.




     (a) Confidential Information. For a period of five (5) years after the Closing, each
of the Parties (each acting as “Recipient”) shall refrain from disclosing any confidential
information of any other Party hereto, including any confidential information of the JV
Subsidiaries owned directly or indirectly by such other Party (in such capacity, a “Discloser”)
(whether such information is received before or after Closing), except information which:




     (i) is as of the date of this Agreement or thereafter becomes a part of the public
domain through no act or failure to act on the part of the Recipients;




     (ii) was disclosed to Recipient by a Third Party; provided that such Third
Party did not acquire the information, knowledge or data directly or indirectly from the
Recipient or, to the knowledge of the Recipient, such third party was not breaching any
agreement or any confidential relationship in doing so;




     (iii) was independently developed by the Recipient without reference to the
confidential information of Discloser; or




     (iv) was required to be disclosed pursuant to judicial, administrative or regulatory
process or in connection with any inquiry, investigation, action, suit, proceeding or claim;
provided that, if such disclosure is required, the Recipient shall first give notice
to the Discloser so that such Discloser will have an opportunity (at its own expense) to
seek a protective order or other appropriate remedy;


provided, however, that any combination of the information which comprises part of
the confidential information of the Discloser shall not be included in the foregoing exceptions
merely because individual parts of the information were within the public domain or were disclosed
to Recipient by a Third Party unless the combination itself was in the public domain or was so
received, as applicable.




     (b) Authorized Use of the Confidential Information. The Recipient shall hold in
trust and confidence all such confidential information and will use it only in the course of
complying



45









 







with their obligations and exercising their rights under this Agreement and the Ancillary
Agreements for the periods stated herein and therein and for no other purpose.



     (c) Non-Disclosure. The Recipient shall disclose such confidential information only
to those employees and agents having a need to know such confidential information in complying with
Recipient’s obligations and exercising their rights under this Agreement and the Ancillary
Agreements; provided, however, that such employees and agents shall have been
expressly advised of the confidential nature of such information.



     (d) Standard of Care. The Recipient shall maintain adequate procedures to preserve
the integrity of such confidential information, such procedures to be at least equal to the
procedures the Recipient uses to protect its own information and in no event less than ordinary
care.



     (e) No Implied License. Under no circumstances shall the possession of such
confidential information by the Recipient be deemed to constitute a license or implied license from
the Discloser to the Recipient to use any industrial or intellectual property contained in such
confidential information.



     (f) Scope. Dana and Dana Mexico, on the one hand, and Desc Automotriz and Spicer on
the other hand, shall cause the Dana Targets (and the management of each such Dana Target) and the
Desc Targets (and the management of each such Desc Target), respectively, to comply with the
provisions of this Section 7.11.



Section 7.12 Tax Returns; Cooperation and Exchange of Information.




     (a) Tax Returns. Each of Dana Mexico and Desc Automotriz shall cause the Dana
Targets and the Desc Targets, as applicable, to prepare and duly and timely file all Tax Returns
required to be filed by each of such Dana Targets and Desc Targets on or before the Closing Date
and, to include or cause to be included the results of operations of such Companies for such
taxable periods. All such Tax Returns shall be prepared in accordance with past practice, and to
the extent any items are not covered by past practices (or in the event past practices are not
permissible under Applicable Tax laws), in accordance with reasonable Tax accounting practices with
respect to such Tax Return.



     (b) Cooperation. Each of Dana Mexico and Desc Automotriz shall, and shall cause the
Dana Targets and the Desc Targets, as applicable, to, provide each other with such cooperation and
information as any of them may reasonably request of the other in (i) filing any Tax Returns, (ii)
determining a liability, Claim or Third Party Claim related to Taxes, (iii) conducting any audit or
other proceeding in respect of Taxes, or (iv) complying with a request of any Governmental
Authority in respect of Taxes. Such cooperation and information shall include providing copies of
relevant Tax Returns or portions thereof, together with accompanying schedules and related work
papers and documents relating to rulings or other determinations by taxing authorities. Each of
Dana Mexico and Desc Automotriz shall, and shall cause the Dana Targets and the Desc Targets to,
make its employees and representatives available on a mutually convenient basis to provide
explanation of any documents or information provided hereunder. Upon reasonable request, Dana
Mexico or Desc Automotriz shall deliver, and shall cause the Dana Targets and the Desc Targets to
deliver, to the other Party or its designees all Books and



46









 







Records with respect to Tax matters pertinent to the Dana Targets or the Desc Targets, as the
case may be, and relating to any taxable period beginning before the Closing Date for which the
applicable statute of limitations has not then expired, such historical Tax information as may be
reasonably appropriate for the preparation of such Company’s Tax Returns required to be filed by or
on behalf of such Company after the Closing Date, or for which a record retention agreement entered
into with any taxing authority requires retention of such records or which information is needed to
complete the current year’s Tax Returns; provided that such Party delivering the requested
Books and Records shall be entitled to make and retain such electronic or photographic copies of
such Books and Records as, in its sole discretion, it deems appropriate. Each Party shall give
each other reasonable written notice prior to transferring, destroying or discarding any Books or
Records with respect to Tax matters pertinent to the Dana Targets or the Desc Targets, as the case
may be, and relating to any taxable period beginning before the Closing Date and shall, if so
requested, allow the other Party or its designees to take possession of such Books and Records.



     (c) Timely Filing. Each of Dana Mexico and Desc Automotriz shall prepare or cause to
be prepared and shall duly and timely file or cause to be filed all Tax Returns required to be
filed by or on behalf of the Dana Targets and the Desc Targets, respectively and as applicable,
after the Closing Date.



Section 7.13 Other Taxes and Expenses.




     All the income Taxes relating to the sale of the Dana Target Shares and the Dana JV Shares
shall be paid by the Party selling such shares under this Agreement. As a result of the foregoing
and because Dana will pay the applicable Tax on any capital gain resulting from the sale of the
Dana JV Shares pursuant to Applicable Law, Desc Automotriz (acting as purchaser) shall be released
from making any withholdings otherwise required under Applicable Laws. Each Party shall pay its
own fees, Taxes and expenses, including the fees and expenses of its legal, financing, accounting
and other advisors incurred in connection with the consummation of the Transactions.



Section 7.14 Filings with Governmental Authorities.




     As soon as practicable after the Closing, each of the Parties shall make all filings, notices
or requests for approval required to be given or made by each of them, respectively, to any
Governmental Authority under Applicable Law in connection with the sale and transfer of the Dana
Target Shares and the Dana JV Shares, including any filings with the National Registry of Foreign
Investment (Registro Nacional de Inversiones Extranjeras), the Federal Competition Commission
(Comisión Federal de Competencia) of Mexico, and the Federal Trade Commission of the United States
of America. Each of the Parties agrees to cooperate fully in the preparation and submission of
such filings and shall furnish to the other Parties such information and assistance as it may
reasonably request in order to prepare any filings or submissions or notices to be made or given by
it.



47









 





Section 7.15 Forjas Tlaxcala Facility.




     (a) In the event that (i) the closing of a sale (by any means) of all or substantially all of
the assets of the Forjas Facility located at Carretera Federal 136 Mexico-Veracruz, Km. 143.6,
Municipio San Cosme, Xalostoc, Tlaxcala (the “Tlaxcala Facility”), which assets (including the Real
Property on which such Tlaxcala Facility is located) are listed in Schedule 7.15(a) (the
“Tlaxcala Assets”), takes place within two (2) years following the Closing Date, and (ii) the
purchaser of such Tlaxcala Assets is any of ATG de Mexico, S.A. de C.V., or any other Affiliate or
Subsidiary of (x) Catalina Precision Products, L.L.C., or (y) Catalina Capital Advisors, L.L.C.
(any of the foregoing, a “Proposed Purchaser”), then Dana Mexico shall (or shall cause Forjas, as
applicable, to) deliver to Spicer 51.197% of the net proceeds of such asset sale after deducting:
(A) any expenses (including environmental remediation costs) incurred by Dana Mexico or Forjas in
connection with such sale and (B) the Mexican Peso equivalent of US$3,200,000 to replace assets
from the Tlaxcala Facility that Forjas had expected to receive to renew its physical assets. A
sale of the Tlaxcala Assets, as contemplated by clauses (i) and (ii) of this Section 7.15(a), is
referred to herein as the “Tlaxcala Transaction”.



     (b) In the event that the Tlaxcala Transaction is not consummated within six (6) months after
the Closing (or such earlier date as the Proposed Purchaser withdraws its offer in writing), Forjas
shall have the option, for one (1) year after the end of such six (6) month period (or shorter
period in the case of a withdrawal of the Proposed Purchaser’s offer), to shut down the Tlaxcala
Facility and transfer any or all of the Tlaxcala Assets to its Querétaro location, in which event
(i) the Desc Parties shall reimburse Forjas, within sixty (60) calendar days of receipt of an
invoice in connection therewith, for 51.197% of the amount equal to the out-of-pocket costs
incurred in connection with the shut down of the Tlaxcala Facility and transfer of the Tlaxcala
Assets and (ii) Forjas shall pay to Desc Automotriz 51.197% of the proceeds from the sale of any
Assets of the Tlaxcala Facility, within sixty (60) calendar days of any such sale.



Section 7.16 ENCO, Tremec and Autoprecisa Remediations.




     (a) ENCO Remediation. Dana Mexico will cause ENCO to conduct the ENCO remediation
detailed in Schedule 7.16(a)-A (the “ENCO Remediation”), in accordance with the scope of
the ENCO Remediation Plan attached hereto as Schedule 7.16(a)-B (the “ENCO Remediation
Plan”). Subject to Section 7.16(g), the costs incurred in connection with the ENCO Remediation
after Closing shall be borne 48.803% by Dana Mexico and 51.197% by Spicer. Dana Mexico will
invoice Spicer periodically for all such costs incurred, and Spicer will remit payment in cash for
each such invoice within sixty (60) days of receipt.



     (b) Tremec Remediation. Spicer shall cause Tremec to continue performing the
remediation of certain specific areas of the facility of Tremec, as detailed in Schedule
7.16(b), and to perform certain other remediations based on the characterization studies, scope
and criteria which are also set forth in Schedule 7.16(b) (together, the “Tremec
Remediation”), in accordance with the scope of a Tremec remediation plan to be agreed by Dana
Mexico and Spicer as soon as practicable after the Closing Date (the “Tremec Remediation Plan”).
Subject to Section 7.16(g), the costs of the Tremec Remediation shall be borne 48.803% by Dana
Mexico and 51.197% by Spicer. Spicer shall invoice Dana Mexico periodically for all such costs



48









 







incurred, and Dana Mexico shall remit payment in cash for each such invoice within sixty (60)
days of receipt.



     (c) Autoprecisa Remediation. Spicer shall supervise the performance of the
remediation of the land located at Calle Carlos B. Zetina No. 130, Col. Industrial Xalostoc, Edo.
de Mexico, (the “Autoprecisa Land”), currently owned by Spicer and where certain operations of a
former subsidiary of Spicer (Autoprecisa, S.A. de C.V.) were located.



     (d) Cooperation. All the works necessary to perform the ENCO Remediation and the
Tremec Remediation that are not in progress as of the Closing Date shall be approved in writing by
Dana Mexico, on the one hand, and Spicer, on the other, including the characterization programs and
analysis, the remediation techniques and methodologies, and the selection of the contractors to be
designed to perform such remediation actions.



     (e) AMSA and Tremec Transformers. The Parties acknowledge and agree that the AMSA
facility has two (2) 9570 Kg transformers that contain PCB fluids and that, to comply with
Environmental Laws, such PCB fluids must be disposed of by 2008. AMSA shall complete such disposal
prior to 2008. The Parties acknowledge and agree that the Tremec facility has seven (7)
transformers that contain PCB fluids and that, to comply with Environmental Laws, such PCB fluids
must be disposed of by 2008. The costs of disposing of PCB fluids in the existing AMSA transformers
shall be borne 32.869% by Dana Mexico and 67.131% by Spicer and the cost of disposing of PCB fluids
in the existing Tremec transformers shall be borne 48.803% by Dana Mexico and 51.197% by Spicer.
The Parties acknowledge and agree that (i) the disposal of the PCB fluids contained in the existing
Tremec transformers and the AMSA transformers shall be conducted to the extent such disposal is
required under the Mexican Environmental Laws, and (ii) the costs of purchasing and installing new
transformers shall be borne entirely by Dana Mexico with respect to the AMSA facility transformers
and by Spicer with respect to the Tremec facility transformers.



     (f) Remediation Actions.




     (i) Notwithstanding any other term, condition or provision contained in this Agreement
to the contrary (including any other term, condition or provision of this Article IX), Dana
Mexico, with respect to any real property owned by the Dana Targets and upon prior written
notice to Desc Automotriz, and Spicer, with respect to any real property owned by the Desc
Targets and upon prior written notice to Dana Mexico, shall conduct a “phase one”
environmental study covering the matters set forth in Exhibit R on each of the Real
Properties of Spicer and the JV Subsidiaries as soon as reasonably practicable after the
Closing Date and each Party may conduct any other audit, study or investigation with respect
to its real property as such Party deems necessary (any such audit, investigation or study,
a “Phase One Study”). In the event that the results of any such Phase One Study or any
other audit, study or investigation reasonably warrant additional audit, investigation or
surveys, the applicable Party shall conduct such additional testing, investigation or
surveys a (“Phase Two Study”). In the event that any such Phase Two Study reasonably
demonstrates the need for a remedial action, correction of noncompliance or other action
required pursuant to Environmental Laws (a “Remedial



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Action”), the Parties shall cause such Remedial Action to be undertaken and the cost of
such Remedial Action shall be subject to the indemnification provisions of Article IX.




     (ii) In the event either Party disagrees with (x) the need for a Remedial Action in
respect of any of the Desc Targets or the Dana Targets, (y) any other matter arising under
this Section 7.16(f) or (z) any other matter under Environmental Laws, within sixty (60)
calendar days from the date on which the dispute arises, either Party may notify the other
Party in writing that it wishes to submit the dispute to an independent expert. In the event
that such a notice is delivered, the Parties shall submit the dispute in question to one of
the environmental consultants listed in Schedule 7.16(f), such environmental
consultant to be mutually agreed by the Parties (the “Environmental Consultant”). The
Environmental Consultant shall establish an expedited procedure for hearing and resolving
the dispute. Unless the Parties agree otherwise, the Environmental Consultant shall be
required to render a written decision in respect of the dispute no more than sixty (60)
calendar days after the Environmental Consultant is retained. The costs of the
Environmental Consultant shall be borne equally by the Desc Parties and the Dana Parties.




     (iii) The Parties acknowledge and agree that (A) any Remedial Action to be undertaken
in accordance with this Section 7.16(f) and (B) the ENCO Remediation and the Tremec
Remediation shall (x) be the most reasonable cost-effective method in light of the
circumstances and based on the assumption that the Real Properties of the Dana Targets and
the Desc Targets are, and will continue to be, used for industrial (as opposed to
residential) purposes, (y) not exceed the least stringent requirements of any applicable
Environmental Law or Governmental Entity having jurisdiction over such Remedial Action,
correction of noncompliance or action, and (z) conducted in compliance in all material
respects with Environmental Laws.



     (g) Set-off for Payments Owed in Connection with the Remediation Plans. With respect
to amounts owed under the ENCO Remediation Plan and/or the disposal of the PCB fluids in the AMSA
transformers, Spicer may set off any amount owed to Dana Mexico against any amount owed by Dana
Mexico to Spicer in connection with the Tremec Remediation Plan and/or the disposal of PCB fluids
contained in Tremec transformers. With respect to amounts owed under the Tremec Remediation Plan
and/or the disposal of PCB fluids contained in Tremec transformers, Dana Mexico may set off any
amount owed to Spicer against any amount owed by Spicer to Dana Mexico in connection with the ENCO
Remediation Plan and/or the disposal of the PCB fluids in the AMSA transformers.



Section 7.17 Transfer and Termination of Certain Employees.




     (a) Desc Automotriz and Dana agree that, at or before Closing, (i) certain Employees will be
transferred from certain Desc Targets or Affiliates of Desc Automotriz to the Dana Targets (the
“Dana Target Transferred Employees”), and (ii) certain Employees will be transferred from certain
Dana Targets to the Desc Targets or Affiliates of Desc Automotriz (the “Desc Transferred
Employees”). The Dana Target Transferred Employees and the Desc Transferred Employees are listed
on Schedule 7.17(a).



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     (b) Desc Automotriz and Dana shall cause Spicer and the applicable JV Subsidiaries to
transfer, at or before Closing, the Desc Transferred Employees and the Dana Transferred Employees
pursuant the provisions of this Section 7.17.



     (c) With regard to the Dana Target Transferred Employees and the Desc Transferred Employees,
Dana or Desc Automotriz, respectively, shall cause (i) the applicable JV Subsidiary or Desc
Affiliate employer to accept his/her voluntary resignation and to pay him/her any amounts such Dana
Target Transferred Employee or Desc Transferred Employee is entitled to receive upon resignation
and corresponding to earned but unpaid salaries, wages and other benefits, and (ii) the applicable
JV Subsidiary or Desc Affiliate to become the new employer of such transferred employee and to hire
him/her (upon resignation of the applicable transferred employee), expressly recognizing and
assuming the seniority of any such Dana Target Transferred Employee and Desc Transferred Employees.



     (d) If one or more of the Dana Target Transferred Employees or the Desc Transferred Employees
does not resign as provided for in Section 7.17(c) and such employee is terminated by the
applicable employer, the applicable employer shall be responsible for any severance or other
payments owed to such employee; provided that nothing in this Agreement shall require any
such applicable employer to terminate any employee who refuses a transfer as contemplated by this
Section 7.17.



     (e) Desc Automotriz and Dana agree that those Employees of Spicer and the JV Subsidiaries
listed on Schedule 7.17(e) will be terminated prior to the Closing. If any such terminated
Employee is rehired within one (1) year of the Closing by either the Dana Targets or the Desc
Targets, then Dana Mexico or Desc Automotriz, as the case may be, shall be required to reimburse
the other Party for 48.803% and 51.197%, respectively, of any amounts paid prior to the Closing by
either Spicer or a JV Subsidiary to such Employee as a result of his/her termination, including
statutory severance payments payable under the Mexican Federal Labor Law (Ley Federal del Trabajo).



Section 7.18 Non-Solicitation.




     The Desc Parties and the Dana Parties hereby agree that for a period of two (2) years after
the Closing, (i) neither the Desc Parties nor any of their Affiliates shall (A) solicit any
employee of the Dana Parties or any of their Affiliates to terminate his or her employment
relationship with such Dana Party or its Affiliate or (B) hire (as a result of any solicitation in
violation of clause (i)(A) above, any general solicitation for employment or otherwise) any
salaried employee as of the Closing Date of the Dana Parties or any of their Affiliates (unless
such employee was terminated by the Dana Parties or their Affiliates), unless written permission is
first obtained from Dana Mexico, and (ii) neither the Dana Parties nor any of their Affiliates
shall (A) solicit any employee of the Desc Parties or any of their Affiliates to terminate his or
her employment relationship with such Desc Party or its Affiliate or (B) hire (as a result of any
solicitation in violation of clause (ii)(A) above, any general solicitation for employment or
otherwise) any salaried employee as of the Closing Date of the Desc Parties or any of their
Affiliates (unless such employee was terminated by the Desc Parties or their Affiliates), unless
written permission is first obtained from Desc Automotriz; provided that it shall not
constitute a violation of this Section 7.18 for either the Desc Parties or any of their Affiliates,
on the one



51









 







hand, or the Dana Parties and any of their Affiliates, on the other hand, to make a general
solicitation for employment or other services contained in a newspaper or other periodical or on
the radio, internet or similar media.



Section 7.19 Transfer of Pension Funds of Transferred Employees.




     As soon as practicable after the Closing Date, but in no event later than thirty (30) calendar
days from the Closing Date, Dana or Desc Automotriz, as applicable, shall cause the former employer
of any Dana Target Transferred Employees and Desc Transferred Employees to instruct Banco Inbursa,
S.A or Banco Nacional de Mexico, S.A., as the applicable trustee may be, to transfer to the trustee
to be appointed by the new employer of such Transferred Employees, the balance of the pensions
funds associated with any such Dana Target Transferred Employees and Desc Transferred Employees, as
applicable (the “Pension Funds”).



Section 7.20 JV Agreement and Management Services Agreement.




     Desc Automotriz and Dana hereby agree that the JV Agreement and the Management Services
Agreements shall remain in full force and effect until Closing, and neither such Party shall seek
to terminate the JV Agreement and the Management Services Agreements prior to the earlier of the
Closing and the termination of this Agreement. As of the Closing, Desc Automotriz and Dana hereby
agree that the JV Agreement and the Management Services Agreements shall terminate without any
further action by either Party or any of their Affiliates and be of no further force and effect,
including Section VIII of the JV Agreement and any other provision in the JV Agreement and the
Management Services Agreements that would otherwise survive termination.



Section 7.21 Use of Dana Trade Names.




     The Desc Parties hereby agree that, except as set forth in any of the Ancillary Agreements,
(i) from and after the six (6) month anniversary of the Closing, none of the Desc Parties shall use
the name Spicer, S.A. de C.V. or any derivative thereof and (ii) from and after the Closing, none
of the Desc Parties shall use the name Dana Corporation, or any other trade name owned by Dana or
its Affiliates, or any derivative thereof.



Section 7.22 Termination of Agreements.




     Each of the Parties hereby agrees that, as of the Closing, except for this Agreement, the
Ancillary Agreements, and as set forth in the following sentence, any and all Contracts by and
between or by and among any Desc Party and/or any Desc Target, on the one hand, and any Dana Party
and/or any Dana Target, on the other, shall be terminated and of no further force and effect
without any further action by any Party. Notwithstanding the foregoing sentence, each of the
Parties hereby agrees that (a) the Contracts listed on Schedule 7.22(a) shall not terminate
pursuant to the terms and conditions of this Agreement and shall be assumed by Dana, as set forth
in the Bankruptcy Court Approval Order, and (b) the Contracts listed on Schedule 7.22(b)
shall not terminate pursuant to, and the rights and obligations of the parties thereto shall not
otherwise be affected by, the terms and conditions of this Agreement or the Transactions, except to
the extent an amendment or other modification is specifically contemplated by this Agreement or the
Transactions.




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Section 7.23 Acknowledgment and Releases.




     Upon the request of Dana, Desc Automotriz shall, and shall cause Spicer and the JV
Subsidiaries to, use reasonable best efforts in assisting Dana and the Dana Targets with obtaining
an acknowledgment and release substantially in the form of Exhibit S from, and providing
any required or appropriate notice to, any Third Party that is a party to those Contracts listed in
Schedule 7.23.



ARTICLE VIII




CONDITIONS TO CLOSING




Section 8.1 General.




     The respective obligations set forth herein of the Parties to consummate the Transactions at
the Closing shall be subject to the fulfillment, on or before the Closing Date, in the case of the
Desc Parties, of the conditions set forth in Section 8.2 and Section 8.3, and in the case of the
Dana Parties, of the conditions set forth in Section 8.2 and Section 8.4.



Section 8.2 Conditions to Obligations of all Parties.




     (a) No Actions or Court Orders. Except as set forth in Section 8.2(b), there shall
be (i) no suit, action or claim, (ii) no investigation or inquiry by any Governmental Authority,
and (iii) no legal, administrative, arbitration or other proceeding pending or threatened against
any of the Parties or their respective Affiliates which seeks to terminate or modify or which might
affect this Agreement, the Ancillary Agreements or the consummation of the Transactions.



     (b) Notice of Bankruptcy Court Approval Motion. Dana shall have timely served,
consistent with the Bankruptcy Rules and any applicable orders of the Bankruptcy Court
(provided, however, that Dana shall not seek to shorten notice for the Bankruptcy
Court Approval Motion without Desc Automotriz’ consent), a copy of the Bankruptcy Court Approval
Motion upon: (i) all parties on the General Service List and the Special Service List (as defined
in the Bankruptcy Court’s Amended Administrative Order, Pursuant to Rule 1015(c) of the Federal
Rules of Bankruptcy Procedure, Establishing Case Management and Scheduling Procedures (D.I. 574));
(ii) counsel to the committee for Dana’s unsecured creditors; (iii) counsel to the administrative
agent for the Dana’s prepetition lenders; (iv) counsel to the lenders under the DIP Credit
Agreement; (v) the Internal Revenue Service; (vi) any state taxing authority which may assert an
Encumbrance on the Dana JV Shares; and (vii) non-debtor parties to the agreements that will be
assumed, listed on Schedule 7.22(a).



     (c) Bankruptcy Court Approval. (i) The Bankruptcy Court shall have entered the
Bankruptcy Court Approval Order (including the terms set forth in the definition of Bankruptcy
Court Approval Order hereof); (ii) the Bankruptcy Court Approval Order shall be in a form and
substance reasonably satisfactory to Desc Automotriz; and (iii) the Bankruptcy Court Approval Order
shall be a final order that has not been reversed, modified, rescinded, or stayed, and for which
the time to appeal the Bankruptcy Court Approval Order shall have expired and the Bankruptcy Court
Approval Order shall no longer subject to appeal or further judicial review.



53









 





     (d) Dana DIP Lender Approval. The Parties shall have received any required formal
written approval of the lenders under the DIP Credit Agreement, consenting to the consummation of
the Transactions and releasing any and all security interests in the Dana JV Shares.



     (e) Satisfaction of Pre-petition Claims. Dana shall have paid in full (i) all
amounts owed to Spicer and the JV Subsidiaries for goods or services provided on or before March 3,
2006, as detailed in Schedule 8.2(e), which amount shall be no less than US$19,744,596.87
and no more than US$19,840,321.71, and (ii) US$32,442.96 to Pistones Moresa Celaya, S.A. de C.V.
(successor to Pistones Moresa, S.A. de C.V.), an Affiliate of Desc Automotriz.



     (f) Satisfaction of Post-petition Claims. Dana shall have paid or otherwise
satisfied in full all amounts due to Spicer and the JV Subsidiaries for goods delivered to or
received by Dana and its Affiliates after March 3, 2006, which amounts shall be agreed in good
faith by Desc Automotriz and Dana.



     (g) CFC Approval. The CFC Approval shall continue to be in full force and effect as
of the Closing Date.



     (h) Transfer and Termination of Certain Employees. (i) The transfer of the Dana
Target Transferred Employees and the Desc Transferred Employees, and the termination of certain
Employees, as provided for in Section 7.17, shall have occurred, and (ii) any and all of all the
amounts payable as a result of such transfers and terminations shall have been fully paid or
reimbursed (as the case may be) by Dana and Desc Automotriz in accordance with the provisions of
Section 7.17.



     (i) Transfer of the Pension Funds. The transfer of the Pension Funds shall have been
made pursuant the provisions of Section 7.19 or as otherwise agreed by the Parties.



     (j) Public Deeds (Purchase and Sale of Real Property). The Parties shall have
received certified copies of all of the public deeds and evidence of filing with the corresponding
Public Registry of Property with respect to each of the transfers of Real Property described in
Section 7.4.



     (k) Third Party Consents. The Parties shall have received any Third Party Consent
set forth on Schedule 8.2(k).



     (l) Payment of Third Party Indebtedness. The Parties shall have received evidence
reasonably satisfactory to them that all Third Party Debt has been fully paid, pursuant to the
provisions of Section 7.6(a)(i).



     (m) Assignment and Capitalization of Inter-Company Debt. The Parties shall have
received copy of the documents evidencing the assignment of the Dana Targets Receivables and copy
of the minutes of Shareholders Meetings approving the Corporación Inmobiliaria Capitalization I,
the Corporación Inmobiliaria Capitalization II and the AMSA Capitalization, as described in Section
7.8, certified by a duly authorized officer of each such JV Subsidiary.



54









 





     (n) Funding of Hybrid Loans. The Parties shall have received evidence that each of
ENCO and Cardanes shall have received the Hybrid Loans, pursuant to the Securities Agreements, in
order to provide ENCO and Cardanes with the funds necessary to pay the Hybrid Loan Dividends
referred to in Section 7.7(b) hereof.



     (o) Hybrid Loan Dividends. The Parties shall have received (i) a copy of the minutes
of Shareholders Meetings and any required directors meeting of each of ENCO and Cardanes
formalizing the cash dividends described in Section 7.7(b) certified by a duly authorized officer
of each of ENCO and Cardanes; and (ii) one original counterpart of the Receipt and Release Letter
to be delivered by each of the Shareholders of ENCO and Cardanes acknowledging receipt of the ENCO
Dividend and the Cardanes Dividend.



     (p) Tremec, ENCO and Corporación Inmobiliaria Dividends. The Parties shall have
received (i) a copy of the minutes of Shareholders Meetings and any required directors meeting of
each of Tremec, ENCO and Corporación Inmobiliaria formalizing the cash dividends described in
Section 7.7(c), Section 7.7(d) and Section 7.7(e), respectively, certified by a duly authorized
officer of each of Tremec, ENCO and Corporación Inmobiliaria; and (ii) one original counterpart of
a receipt and release substantially in the form of the Receipt and Release Letter to be delivered
by each of the Shareholders of Tremec, ENCO and Corporación Inmobiliaria acknowledging receipt of
the relevant dividend.



     (q) Termination of the Comerica Letters of Credit. The Parties shall have received
evidence reasonably satisfactory to them that the outstanding amount under the Comerica Letters of
Credit (including fees) has been paid as described in Section 7.6(c).



     (r) Releases by Comerica. The Parties shall have received an unconditional,
irrevocable and full release by Comerica of Desc and Desc Automotriz in connection with the Letters
of Credit, as described in Section 7.6(d).



     (s) GE Approval or GE Release. The Parties shall have received either (i) pursuant
to the Dana Target GE Agreements, the written approval of GE of the GE Assignments and the GE
Subleases or (ii) an unconditional, irrevocable and full release by GE of Desc in connection with
the Dana Target GE Agreements.


Section 8.3 Additional Conditions Precedent of the Desc Parties.




     (a) Share Certificates. Dana shall deliver to Desc Automotriz: (i) the share
certificates representing the Dana JV Shares duly endorsed in ownership (endoso en propiedad) in
favor of Desc Automotriz (or its designee(s)) and (ii) a notarized copy of the power of attorney
for acts of ownership (actos de dominio) of the representative of Dana endorsing the share
certificates representing the Dana JV Shares.



     (b) Representations and Warranties. Each of the representations and warranties of
the Dana Parties contained in this Agreement shall be true and correct, as of the date of this
Agreement and as of the Closing Date as though made again on and as of the Closing Date (except to
the extent in either case that any such representations or warranties speak as of another date, in
which case such representations or warranties shall be true and correct in all respects at and as
of the date specified therein). Desc Automotriz and Spicer shall have received a



55









 







certificate of an executive officer of each of the Dana Parties, dated the Closing Date, to
such effect.



     (c) Covenants. Each of the Dana Parties shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied with by the Dana
Parties on or prior to the Closing. Desc Automotriz and Spicer shall have received a certificate
of an executive officer of each of the Dana Parties, dated the Closing Date, to such effect.



     (d) Ancillary Agreements. Each of the Ancillary Agreements (other than the Release
Agreement) shall have been executed and delivered by the Dana Parties or Affiliates of Dana or Dana
Targets that are a party thereto.



     (e) Release Agreement. Each of the Dana Parties, each of the Dana Targets and each
Affiliate of a Dana Party that is a party thereto shall have executed and delivered the Release
Agreement to the Desc Parties.



     (f) Organizational Documents; Board Resolutions. The Desc Parties shall have
received certified copies of (i) all organizational documents of the Dana Parties and (ii)
resolutions of the Shareholders or the board of directors of each of Dana and Dana Mexico
authorizing Dana and Dana Mexico, respectively, to enter into this Agreement and the Ancillary
Agreements to which it is a party and approving the Transactions.



     (g) Trademark Filings. The TF Victor Trademark Agreement and the Amended TSP License
Agreement shall have been filed before the Mexican Institute of Intellectual Property (Instituto
Mexicano de la Propiedad Industrial).



     (h) Directors’ and Officers’ Resignations. Desc Automotriz and Spicer shall have
received one original counterpart of the resignations from all directors and officers appointed by
Dana from all positions with the Desc Targets, in the form set forth in Schedule 8.3(i),
all of which shall take effect from the Closing.



     (i) Board Appointees. Desc Automotriz and Spicer shall have received a list of
individuals to be appointed by the Shareholders of each of the Dana Targets as members to the Board
of Directors of each of the Dana Targets.



     (j) GE Release. Desc Automotriz shall have received from GE an unconditional,
irrevocable and full release of Desc and Corfuerte, S.A. de C.V. by GE in connection with certain
car lease agreements executed between certain Dana Targets, as lessee, and Desc and Corfuerte, S.A.
de C.V., as joint obligors, on the one hand, and GE, on the other hand.



     (k) GE Assignments and Subleases. In the event that the written approval of GE of
the GE Assignments and the GE Subleases has been obtained, the applicable Dana Targets shall have
executed and delivered to Desc Automotriz the GE Assignment and the GE Sublease.



     (l) Corporación Inmobiliaria Mortgage. In the event that the written approval of GE
of the GE Assignments and the GE Subleases has been obtained, (i) Desc Automotriz shall have
received certified copies of the public deeds, evidence of filing with the corresponding Public



56









 







Registry of Property and a no lien certificate with respect to the Corporación Inmobiliaria
Mortgage and (ii) a precautionary notice (aviso preventivo) with respect to the Corporación
Inmobiliaria Mortgage shall have been filed with the Public Registry of Property and Commerce.




Section 8.4 Additional Conditions Precedent of Dana and Dana Mexico.




     (a) Share Certificates. Spicer, Desc Automotriz and Inmobiliaria Unik shall deliver
to Dana Mexico: (i) the share certificates representing the Dana Target Shares duly endorsed in
ownership (endoso en propiedad) in favor of Dana Mexico (or its designee(s)) and (ii) a notarized
copy of the power of attorney for acts of ownership (actos de dominio) of the representatives of
each of Spicer, Desc Automotriz and Inmobiliaria Unik endorsing the share certificates representing
the Dana Target Shares.



     (b) Representations and Warranties. Each of the representations and warranties of
the Desc Parties contained in this Agreement shall be true and correct, as of the date of this
Agreement and as of the Closing Date as though made again on and as of the Closing Date (except to
the extent in either case that any such representations or warranties speak as of another date, in
which case such representations or warranties shall be true and correct in all respects at and as
of the date specified therein). The Dana Parties shall have received a certificate of an executive
officer of each of the Desc Parties, dated the Closing Date, to such effect.



     (c) Covenants. Each of the Desc Parties shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied with by the Desc
Parties on or prior to the Closing. The Dana Parties shall have received a certificate of an
executive officer of each of the Desc Parties, dated the Closing Date, to such effect.



     (d) Ancillary and Agreements. Each of the Ancillary Agreements (other than the
Release Agreement) shall have been executed and delivered by the Desc Parties or Affiliates of Desc
Automotriz or Desc Targets that are a party thereto.



     (e) Release Agreement. Each of the Desc Parties, each of the Desc Targets and each
Affiliate of a Desc Party that is a party thereto shall have executed and delivered the Release
Agreement to the Dana Parties.



     (f) Organizational Documents; Board Resolutions. The Dana Parties shall have
received certified copies of (i) all organizational documents of each of the Desc Parties and (ii)
resolutions of the board of directors of each of the Desc Parties authorizing such Desc Party to
enter into this Agreement and the Ancillary Agreements to which it is a party and approving the
Transactions.



     (g) Directors’ and Officers’ Resignations. Dana and Dana Mexico shall have received
one original counterpart of the resignations from all directors and officers appointed by Desc
Automotriz from all positions with the Dana Targets, in the form set forth in Schedule
8.4(h), all of which shall take effect from the Closing.



     (h) Other Resolutions. Dana and Dana Mexico shall have received one certified copy
of the minute of the Shareholders Meeting held by the Shareholders of (A) each of the Desc
Targets, approving, among other issues: (i) the resignation and releases of the directors and
officers appointed by Dana from all the positions with the Desc Targets; (ii) the appointment by



57









 







Desc and/or Spicer of the members of the Board of Directors of each of the Desc Targets, all
of which shall take effect from the Closing, and (iii) the revocation of all powers of attorney
granted to any directors, officers or employees to be retained by Dana Mexico or the Dana Targets,
and (B) each of the Dana Targets, approving (x) the appointment of the members of the Board of
Directors of each of the Dana Targets, as informed to Desc Automotriz and Spicer pursuant to
Section 8.3(i), and (y) unless otherwise requested by Dana and Dana Mexico, the revocations of all
powers of attorney granted to any directors, officers and employees to be retained by Desc
Automotriz or the Desc Targets, except for those powers of attorney to remain in place for purposes
of Desc’s and Desc Automotriz’ obligations under Section 9.5.



     (i) Acknowledgments and Releases. Dana Mexico shall have received the acknowledgments
and releases described in Schedule 7.25.



     (j) Books and Records. Dana shall have received all Books and Records of the Dana
Targets.



     (k) Payment of Desc Automotriz Indebtedness. The Dana Targets shall have received
evidence reasonably satisfactory to them that all Indebtedness owed by Desc Automotriz or any of
its Affiliates to Spicer or any JV Subsidiary as of the Closing has been fully paid pursuant to the
provisions of Section 7.6(a)(ii).



     (l) GE Assignments and Subleases. In the event that the written approval of GE of
the GE Assignments and the GE Subleases has been obtained, Desc Automotriz shall have executed and
delivered to Dana Mexico the GE Assignments and the GE Subleases.



ARTICLE IX




INDEMNIFICATION




Section 9.1 Indemnification by Dana Mexico.




     (a) General Principle. Subject to the terms of this Article IX and the time
limitations set forth in Section 6.2, Dana Mexico shall indemnify and hold harmless each of the
Desc Parties from and against 100% of any and all Losses suffered or incurred by any of them as a
result of a Claim arising out of:




     (i) any misrepresentation or breach of warranty made or given by Dana or Dana Mexico
in Article IV or any certificate delivered pursuant to Article VIII at and as of the date
hereof and at and as of the Closing Date, as if made at and as of such time (except to the
extent, in either case, that any such representations or warranties speak as of another
date, in which case any inaccuracy shall be determined at and as of the date specified
therein); and




     (ii) the breach of any covenant or obligation of Dana or Dana Mexico contained in this
Agreement, or an other agreement to be entered into pursuant hereto (including the Ancillary
Agreements), whether such covenant is to be performed on, prior to or after the Closing.



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     (b) Indemnification for a Desc Target Claim. In accordance with the principle
enunciated in Recital P but subject to the terms of this Article IX and the time limitations set
forth in Section 6.2, Dana Mexico shall indemnify and hold harmless the Desc Parties and the Desc
Targets from and against 48.803% of any and all Losses suffered or incurred by any of them as a
result of a Claim arising out of any act, omissions event or circumstance occurring prior to the
Closing Date, including:




     (i) any Tax Claim, including but not limited to, any Claim for failing to timely pay
any Taxes when due or for timely filing any Tax Returns when due or for failure to satisfy
any “arms length” or similar standard imposed by Applicable Law or for failure to make any
withholding as required under Applicable Law or for any Claim relating to raw materials,
products or equipment imported either on a temporary or a definitive basis or any Claim for
failing to comply with any requirements under any PITEX Program, Sectorial Program or other
import regime or temporary import regime;




     (ii) any labor Claim, including any Claim for failing to timely pay any salaries or
benefits to any Employees or any individuals that may be deemed Employees of any Desc
Targets under Applicable Law;




     (iii) any Claim for failing to pay any dues or other similar contributions to the
Mexican Institute of Social Security (Instituto Mexicano del Seguro Social or IMSS), the
National Workers Housing Fund Institute (Instituto Nacional del Fondo para la Vivienda de
los Trabajadores or INFONAVIT) or the Retirement Savings Fund (Sistema de Ahorro para el
Retiro or SAR);




     (iv) any Intellectual Property Claim, including any Claim relating to Spicer or any
other Desc Target failing to have any software license or relating to Spicer or any other
Desc Target infringing the Intellectual Property rights of any Third Party;




     (v) any Claim for breach of Contract other than this Agreement or any of the Ancillary
Agreements;




     (vi) any Claim for any failure to obtain and maintain any Licenses or to timely comply
with any requirement under such Licenses;




     (vii) any Claim for failing (x) to comply with any Environmental Law, including but
not limited to any Claim for failing to handle, transport, store, treat or dispose of any
Hazardous Substances, or (y) to have, or comply with any requirement of, any Environmental
Approval or any Claim alleging any contamination of any Real Property of Spicer or any other
Desc Targets or the Environment, including any Remedial Order;




     (viii) any Claim for any liability, damage or other Claim relating to inventory or
finished products sold by any Desc Targets;




     (ix) any Loss resulting from the outcome of any litigation against any Desc Target
that is pending as of the Closing Date;



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     (x) any Claim that any Desc Target has failed to comply with any Applicable Law; and




     (xi) any Claim that any Desc Target does not have clear title to its Assets.



Section 9.2 Indemnification by the Spicer.




     (a) General Principle. Subject to the terms of this Article IX and the time
limitations set forth in Section 6.2, Spicer shall indemnify and hold harmless each of the Dana
Parties from and against 100% of any and all Losses suffered or incurred by any of them as a result
of a Claim arising out of:




     (i) any misrepresentation or breach of warranty made or given by any of the Desc
Parties in Article V or any certificate delivered pursuant to Article VIII at and as of the
date hereof and at and as of the Closing Date, as if made at and as of such time (except to
the extent, in either case, that any such representations or warranties speak as of another
date, in which case any inaccuracy shall be determined at and as of the date specified
therein); and




     (ii) the breach of any covenant or obligation of any of the Desc Parties contained in
this Agreement, or an other agreement to be entered into pursuant hereto (including the
Ancillary Agreements), whether such covenant is to be performed on, prior to or after the
Closing.



     (b) Indemnification for a Dana Target Claim. In accordance with the principle
enunciated in Recital P but subject to the terms of this Article IX and the time limitations set
forth in Section 6.2, Spicer shall indemnify and hold harmless the Dana Parties and the Dana
Targets (other than AMSA) from and against 51.197% of any and all Losses suffered or incurred by
any of them as a result of a Claim arising out of any act, omissions event or circumstance
occurring prior to the Closing Date (all of the foregoing a “Dana Target Claim”), including:




     (i) any Tax Claim, including but not limited to, any Claim for failing to timely pay
any Taxes when due or for timely filing any Tax Returns when due or for failure to satisfy
any “arms length” or similar standard imposed by Applicable Law or for failure to make any
withholding as required under Applicable Law or for any Claim relating to raw materials,
products or equipment imported either on a temporary or a definitive basis or any Claim for
failing to comply with any requirements under any PITEX Program, Sectorial Program or other
import regime or temporary import regime;




     (ii) any labor Claim, including, any Claim for failing to timely pay any salaries or
benefits to any Employees or any individuals that may be deemed Employees of any of the Dana
Targets under Applicable Law;




     (iii) any Claim for failing to pay any dues or other similar contributions to the
IMSS, the INFONAVIT or the SAR;



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     (iv) any Intellectual Property Claim, including any Claim relating to any Dana Target
failing to have any software license or relating to any Dana Target infringing the
Intellectual Property rights of any Third Party;




     (v) any Claim for breach of Contract other than this Agreement or any of the Ancillary
Agreements;




     (vi) any Claim for failure to obtain and maintain any Licenses or to timely comply
with any requirement under such Licenses:




     (vii) any Claim for failing (x) to comply with any Environmental Law, including but
not limited to any Claim for failing to handle, transport, store, treat or dispose of any
Hazardous Substances, or (y) to have, or comply with any requirement of, any Environmental
Approval or any Claim alleging any contamination of any Real Property of any other Dana
Targets or the Environment, including any Remedial Order;




     (viii) any Claim for any liability, damage or other Claim relating to inventory or
finished products sold by any Dana Targets;




     (ix) any Loss resulting from the outcome of any litigation against any Dana Targets
that is pending as of the Closing Date;




     (x) any Claim that any Dana Target has failed to comply with any Applicable Law;




     (xi) any Claim that any Dana Target does not have clear title to its Assets; and




     (xii) any Claim for loss of water supply to any Dana Target as a result of the failure
to maintain all necessary Licenses relating thereto.



Section 9.3 Indemnification for Claims Related to AMSA.




     (a) Subject to the terms of this Article IX and the time limitations set forth in Section
6.2, Desc Automotriz shall indemnify, defend and hold harmless the Dana Parties and AMSA from and
against 32.650% of any and all Losses suffered or incurred by them in connection with any Dana
Target Claim relating specifically to AMSA.



     (b) Subject to the terms of this Article IX and the time limitations set forth in Section
6.2, Spicer shall indemnify, defend and hold harmless the Dana Parties and AMSA from and against
34.481% of any and all Losses suffered or incurred by them in connection with any Dana Target Claim
relating specifically to AMSA.



Section 9.4 Notice of Pre-Closing Third Party Claims Presented Post-Closing.




     If a Party entitled to indemnification under this Agreement (the “Indemnified Party”) receives
notice of the commencement or assertion of any Third Party Claim arising from any matter that is
subject to the indemnities set out in this Article IX (each, a “Third Party Claim”), the
Indemnified Party shall give the Party obligated to provide indemnification under this



61









 







Agreement (the “Indemnifier”) prompt notice thereof, but in any event no later than five (5)
Business Days after receiving notice of such Third Party Claim. Such notice to the Indemnifier
shall describe the Third Party Claim in reasonable detail and shall indicate, if reasonably
practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified
Party.



Section 9.5 Conduct of Pre-Closing Claims Presented Pre-Closing.




     Except to the extent that Dana elects otherwise, Desc and/or Desc Automotriz shall continue to
manage the defense of all Claims against the Dana Targets that were asserted prior to Closing and
that are currently being managed by Desc and/or Desc Automotriz. Dana Mexico shall cause the
relevant Dana Target to continue to cooperate with Desc and/or Desc Automotriz in any reasonable
way in the defense of such Claims. Any settlement or compromise of any such claim shall require
the consent of the relevant Dana Target, which consent shall not be unreasonably withheld. Any
legal fees and other expenses paid by Desc and/or Desc Automotriz for work performed after the
Closing with respect to such Claims shall be reimbursed 48.803% by Dana Mexico. Desc and/or Desc
Automotriz shall invoice Dana Mexico periodically for all such fees and expenses incurred, and Dana
Mexico shall remit payment in cash for each such invoice within sixty (60) calendar days of
receipt.



Section 9.6 Defense of Pre-Closing Third Party Claims Presented Post-Closing.




     The Indemnifier may participate in the defense of any Third Party Claim by giving notice to
that effect to the Indemnified Party. The Indemnifier’s right to participate shall be subject to
the rights of any insurer or other Person who has potential liability with respect to such Third
Party Claim. The Indemnifier shall be responsible for all of its own expenses of participating in
such defense. If the Indemnifier elects to participate in the defense of a Third Party Claim, Dana
Mexico and Spicer shall each be responsible for the payment of its respective share (48.803% or
51.197%, as applicable, other than in respect of AMSA, with respect to which Spicer shall be
responsible for 67.131% of any and all Losses arising from such Claim, and Dana Mexico shall be
responsible for 32.869% of any and all such Losses) of any Losses or other amount required to be
paid in respect thereof pending resolution of any contest of such Third Party Claim. The
Indemnified Party shall cooperate in good faith in the defense of each Third Party Claim, even if
the Indemnifier is participating in the defense. The Indemnifier shall not enter into any
compromise or settlement of any Third Party Claim without obtaining the prior written consent of
the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the
Indemnified Party has not received notice of the Indemnifier’s election to participate in the
defense of such Third Party Claim, the Indemnified Party may, at its option, elect to settle or
compromise the Third Party Claim.



Section 9.7 Assistance for Third Party Claims.




     The Indemnifier and the Indemnified Party shall use all reasonable efforts to cause the
applicable Party to grant any powers of attorney that may be necessary to assume and control the
defense of any Third Party Claim and make available to the Party which is undertaking and
controlling the defense of any Third Party Claim (the “Defending Party”):



62









 






     (i) those employees whose assistance, testimony or presence is necessary to assist the
Defending Party in evaluating and in defending any Third Party Claim; and




     (ii) all documents, records and other materials in the possession of such Party
reasonably required by the Defending Party for its use in defending any Third Party Claim;


and shall otherwise cooperate with the Defending Party. The Defending Party shall be entitled to
assert against the Third Party making the Third Party Claim any rights, claims or defenses which
the Indemnified Party may have against such Third Party relating to such Third Party Claim. The
Indemnifier shall be responsible for all reasonable out-of-pocket expenses associated with making
documents, records and materials available and for all reasonable out-of-pocket expenses incurred
by any employees made available by the Indemnified Party to the Indemnifier hereunder.




Section 9.8 Settlement of Third Party Claims.




     If an Indemnifier elects to assume the defense of any Third Party Claim as provided in Section
9.6, the Indemnifier shall not be liable for any legal expenses subsequently incurred by the
Indemnified Party in connection with the defense of such Third Party Claim unless the
representation of the Indemnifier and the Indemnified Party by the same counsel would be
inappropriate due to actual or potential differing interests between them. Notwithstanding the
foregoing, if the Indemnifier fails to take reasonable steps necessary to defend diligently such
Third Party Claim within a reasonable time after receiving notice from the Indemnified Party that
the Indemnified Party has reasonable grounds to believe that the Indemnifier has failed to take
such steps, the Indemnified Party may, at its option, elect to assume the defense of and to
compromise or settle the Third Party Claim assisted by counsel of its choice and the Indemnifier
shall be liable for all reasonable costs and out-of-pocket expenses paid or incurred in connection
therewith. Without the prior written consent of the Indemnified Party, the Indemnifier shall not
enter into any compromise or settlement of any Third Party Claim which would lead to liability or
create any financial or other material obligation on the part of the Indemnified Party.



Section 9.9 Direct Claims.




     Any Claim by an Indemnified Party against an Indemnifier based on any indemnification provided
for in this Article IX that does not arise from a Third Party Claim (a “Direct Claim”) shall be
asserted by giving the Indemnifier reasonably prompt written notice thereof, but in any event not
later than forty-five (45) Business Days after the Indemnified Party becomes aware of such Direct
Claim. The Indemnifier shall then have a period of thirty (30) Business Days within which to
respond in writing to such Direct Claim. If the Indemnifier does not so respond within such thirty
(30) Business Day period, the Indemnifier shall be deemed to have rejected such Direct Claim, and
in such event the Indemnified Party shall be free to pursue such remedies as may be available to
the Indemnified Party.



Section 9.10 Failure to Give Timely Notice.




     A failure to give timely notice as provided in this Article IX shall not affect the rights or
obligations of any Party except and only to the extent that, as a result of such failure, any Party



63









 







which was entitled to receive such notice was deprived of its right to recover any payment
under its applicable insurance coverage, was unable to defend the Claim or was otherwise directly
and materially damaged as a result of such failure. Notwithstanding anything to the contrary in
this Article IX, no Claim for indemnification may be made under this Agreement beyond the
expiration period for such Claim set forth in Section 6.2.



Section 9.11 Reductions and Subrogation.




     If the amount of any Loss is at any time after the making of an indemnity payment reduced by
any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to
any Claim, recovery, settlement or payment by or against any other Person, the amount of such
reduction (less any costs, out-of-pocket expenses (including Taxes) or premiums incurred in
connection therewith) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon
making a full indemnity payment, the Indemnifier shall, to the extent of such indemnity payment, be
subrogated to all rights of the Indemnified Party against any Third Party that is not an Affiliate
of the Indemnified Party in respect of the Loss to which the indemnity payment relates. Until the
Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier against
any such Third Party on account of such indemnity payment shall be subject to the Indemnified
Party’s rights against such Third Party. Without limiting the generality or effect of any other
provision hereof, the Indemnified Party and Indemnifier shall duly execute upon request all
instruments reasonably necessary to evidence and perfect such arrangement.



Section 9.12 Tax Effect.




     Any indemnity payment under this Article IX shall be treated for all Tax purposes as an
adjustment to the Final Dana Target Share Purchase Price or the Final Dana JV Share Purchase Price,
as applicable. If, notwithstanding such treatment, any indemnity payment received by an Indemnified
Party would constitute taxable income to such Indemnified Party, the Indemnifier shall pay a tax
gross up to the Indemnified Party at the time any such tax payment is made, subject to the
limitations set forth in Section 9.15; provided, however, that the Indemnifier
shall have the right (i) to review any Tax filing wherein such Tax liability may arise prior to the
filing thereof and (ii) to protest such determination, at its own expense, with the relevant
taxation authority.



Section 9.13 Mitigation of Damages.




     With respect to any and all Losses that may be claimed for indemnification by any Indemnified
Party against any Indemnifier pursuant to this Agreement, any such Indemnified Party will use all
reasonable best efforts to mitigate and minimize the amount of the indemnifiable Losses with
respect thereto, and in all respects (including without limitation in all related actions,
omissions and negotiations) will do so taking into account only the best interests of such
Indemnified Party, without regard to the interests of any other individual or entity, with the
understanding, however, that any costs or expenses incurred by any such Indemnified Party in
connection therewith shall be Losses subject to indemnification by Indemnifier.




64










 







Section 9.14 Payment and Interest.




     All Losses shall bear interest at a rate per annum equal to the Interest Rate from (and
including) the date that the Indemnified Party suffered or incurred a Loss, liability or
out-of-pocket expense in respect of a Loss, to (but excluding) the date of payment by the
Indemnifier to the Indemnified Party. The Indemnifier shall pay the amount of any Loss set forth
in any Claim with all accrued interest thereon within twenty (20) Business Days from the date on
which such amount has become due.



Section 9.15 Limitation.




     Notwithstanding any other term, condition or provision contained in this Agreement to the
contrary (including any other term, condition or provision of this Section 9.15):



     (a) Threshold. No Claims for indemnification may be made by any Indemnified Party
under this Article IX unless and until (i) the aggregate of all Losses suffered or incurred by such
Party exceeds US$100,000.00 (One hundred thousand US dollars) (the “Basket”) in the aggregate, and
then only to the extent such Losses exceed the Basket; and (ii) each Loss suffered or incurred by
such Party to reach the Basket exceeds US$10,000.00 (Ten thousand US dollars); provided,
however, that the foregoing limitations shall not apply to any Claim for indemnification
for Taxes (which claims shall neither be subject to the limitations provided above nor be taken
into account when calculating whether the Loss suffered by the Indemnified Party exceeds the
aggregate threshold provided for in subsection (i) above);



     (b) Written Notice. Any Claims for indemnification under this Article IX may be made
by the Parties against each other subject to written notice of such Claim being given in accordance
with the terms provided in Section 9.4.



     (c) Cap.




     (i) The right of Dana or Dana Mexico to seek or obtain indemnification hereunder for
any Loss arising from the breach of any representation or warranty of any Desc Party, and
the obligation of the Desc Parties to provide any such indemnification, shall be subject to
a maximum liability of the Desc Parties for all Losses to be paid to Dana or Dana Mexico of
an amount equal to 100% of the Final Dana Target Share Purchase Price.




     (ii) The right of any Desc Party to seek or obtain indemnification hereunder for any
Loss arising from the breach of any representation or warranty of Dana or Dana Mexico, and
the obligation of Dana and Dana Mexico to provide any such indemnification, shall be subject
to a maximum liability of Dana and Dana Mexico for all Losses to be paid to the Desc Parties
of an amount equal to 100% of the Final Dana JV Share Purchase Price.



65









 





ARTICLE X




MISCELLANEOUS




Section 10.1 Termination Events.




     (a) Termination. This Agreement may, by notice given prior to the Closing, be
terminated:




     (i) by Desc Automotriz, if the Bankruptcy Court shall fail to enter the Bankruptcy
Court Approval Order on or before June 30, 2006;




     (ii) by Desc Automotriz or Dana if the Closing Date does not occur on or prior to
August 31, 2006 or there shall have been, since the date hereof, any change, condition,
circumstance or occurrence of any event that, individually or in the aggregate, has had or
would reasonably be expected to have a material adverse effect on the Transactions.



     (b) Effect of Termination.



     In the event of a termination of this Agreement as provided in Section 10.1(a), this Agreement
shall forthwith become void and there shall be no liability or obligation on the part of any Party
except for: (x) the provisions of Section 1.4 (Governing Law), Section 7.11 (Confidentiality),
this Section 10.1, Section 10.2 (Public Notices), Section 10.3 (Expenses), Section 10.4 (Notices),
Section 10.9 (Dispute Resolution) and Section 10.10 (No Third Party Beneficiary); and (y) liability
for any breach of this Agreement or any other agreement entered into pursuant to this Agreement.



Section 10.2 Public Notices.




     All public notices and press releases to Third Parties, all communications with the employees
of Spicer and the JV Subsidiaries and all other publicity concerning the Transactions shall be
jointly planned and coordinated by Desc Automotriz and Dana, and no Party shall make any such
public communications concerning the Transactions without the prior approval of the other Party,
such approval not to be unreasonably withheld.



Section 10.3 Expenses.




     Except as expressly provided in this Agreement, each of the Parties shall pay their respective
legal, accounting and other professional advisory fees, costs and expenses incurred in connection
with the purchase and sale of the Purchased Shares and the preparation, execution and delivery of
this Agreement and the Ancillary Agreements and any other costs and expenses incurred in connection
with the Transactions.



Section 10.4 Notices.




     Any notice or other writing required or permitted to be given under this Agreement or for the
purposes of this Agreement (a “Notice”) shall be in writing and shall be sufficiently given if (i)
delivered, (ii) sent by recognized courier delivery service or (iii) transmitted by facsimile or



66









 







other form of electronic communication tested prior to transmission provided that a duplicate
copy is also sent by recognized courier delivery service, in each case to such Party at the
following address:


in the case of a Notice to any Desc Party, to:



DESC AUTOMOTRIZ, S.A. de C.V.

Paseo de los Tamarindos

400-B, piso 30

Bosques de las Lomas

C.P. 05120, Mexico, D.F.

Mexico

Attention: Ramón F. Estrada Rivero, Esq.

Fax: 52-55-5261-8087



with a copy to (which copy shall not be deemed notice):



Basham, Ringe & Correa, S.C.

Paseo de los Tamarindos

400-A, piso 9

Bosques de las Lomas

C.P. 05120, Mexico, D.F.

Mexico

Attention: Daniel Del Río, Esq.

Fax: 52-55-5261-0432



and



Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

United States of America

Attention: Deborah M. Buell, Esq.

Fax: 212-225-3999



in the case of a Notice to Dana or Dana Mexico, to:



DANA CORPORATION

4500 Dorr Street

Toledo, OH 43615

United States of America

Attention: Secretary

Fax: 419-535-4827




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with a copy to (which copy shall not be deemed notice):



Jones Day

325 John H. McConnell Boulevard, Suite 600

Columbus, OH 43215-2673

United States of America

Attention: Randy Walters, Esq.

Fax: 614-461-4198



or at such other address as the Party to whom such Notice is to be given shall have last notified
the Party giving the same in the manner provided in this Section 10.4. Any Notice delivered to the
Party to whom it is addressed as provided above shall be deemed to have been given and received on
the day it is so delivered at such address provided that if such day is not a Business Day
then the Notice shall be deemed to have been given and received on the next Business Day. Any
Notice sent by a recognized courier delivery service or transmitted by facsimile or other form of
electronic communication shall be deemed given and received on the first (1st) Business Day after
deposit with such delivery service or its transmission.




Section 10.5 Assignment.




     No Party may assign any rights or benefits under this Agreement to any Person without the
prior written consent of the other Parties. Any assignment in violation of the foregoing shall be
null and void and of no effect whatsoever, and no assignment of benefits or arrangement for
substituted performance by one Party shall be of any effect against the other Party except to the
extent that the other Party has consented to it in writing. Subject to the foregoing, this
Agreement shall inure to the benefit of and be binding upon the Parties and their respective
successors (including any successor by reason of merger, amalgamation or statutory arrangement of
any Party) and permitted assigns.



Section 10.6 Further Assurances.




     The Parties shall, with reasonable diligence, do all such things and provide all such
reasonable assurances as may be required to consummate the Transactions, and each Party shall
provide such further documents or instruments required by any other Party as may be reasonably
necessary or desirable to effect the purpose of this Agreement and carry out its provisions,
whether before or after the Closing.



Section 10.7 Limitations on Remedies.




     (a) Limitations. The rights and remedies of the Parties under this Agreement are
cumulative and in addition to and not in substitution for any rights or remedies provided by Law;
provided, however, that: (i) the Parties shall be bound by the arbitration
provision of Section 10.9; (ii) the provisions of Article III shall be the sole remedy with respect
to any matter relating to the purchase price adjustment (but only to the extent any Loss is
actually recovered); and (iii) the indemnification provided for in Article IX shall be the sole
remedy with respect to any Loss compensated thereby (but only to the extent any Loss is actually
recovered).



68









 





     (b) Non-Duplicative Remedies. For the avoidance of doubt, the Parties acknowledge
and agree that any recovery in respect of express remedies set forth in this Agreement, including
the purchase price adjustment set forth in Article III and the indemnity provisions set out in
Article IX, shall be exclusive and non-duplicative.



     (c) Independent Rights. The Parties agree that each Party’s rights under Article IX
are independent of and enforceable against the other Party irrespective of such other Party’s
rights under Article IX.



     (d) Special Damages. The Parties agree that in no event shall a Party be liable for
any indirect, special, punitive or consequential damages.



Section 10.8 Counterparts.




     This Agreement may be executed by the Parties in any number counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall together constitute
one and the same instrument.



Section 10.9 Dispute Resolution.




     (a) Submission to Bankruptcy Court. In the event of any dispute between the Parties
regarding the interpretation of the Bankruptcy Approval Order or Dana’s rights and obligations
under this Agreement, other than as provided in Section 3.2(e) and Section 7.16(f), (each a
“Bankruptcy Dispute”), the Bankruptcy Dispute shall be heard in the Bankruptcy Court until the
earlier of (i) the confirmation of a plan of reorganization for Dana or (ii) the termination of the
Chapter 11 Case; provided, however, that this Section 10.9(a) shall not apply to
any disputes regarding the rights or obligations of Dana or any other entity under the Ancillary
Agreements or under any Contract listed in Schedule 7.22(a) or Schedule 7.22(b).



     (b) Submission to Arbitration. Except as provided in Section 3.2(e), Section 7.16(f)
and Section 10.9(a), in the event of any dispute between the Parties relating to the Transactions
or any Transaction Document (other than the Water Rights Assignment Agreements) or arising
hereunder (each a “Dispute”), then the Dispute shall be submitted, upon written demand of any
Party, to arbitration in Mexico City in accordance with the Rules of Arbitration of the
International Chamber of Commerce (“ICC Rules”).



     (c) Arbitrators. There shall be a total of three (3) arbitrators. The Desc Parties,
on the one side, and the Dana Parties, on the other side, each shall select one (1) arbitrator
within thirty (30) calendar days after delivery of the demand for arbitration. Such arbitrators
shall be freely selected, and the Parties shall not be limited in their selection to any prescribed
list. A third (3rd) arbitrator, who shall be the chairman of the arbitral tribunal, shall be
appointed by mutual agreement of the two (2) arbitrators so selected. In the event of the failure
of said arbitrators to agree as to the chairman within twenty (20) calendar days after the
appointment of the last of said arbitrators, the chairman shall be appointed by the International
Court of Arbitration (the “Court”) within fifteen (15) calendar days thereafter. In the event that
both sides of the arbitration are composed of only one party, and the Desc Parties, on the one
hand, or the Dana Parties, on the other, as the case may be, fails to nominate an arbitrator
pursuant to this Section 10.9(c), upon request of any other party to the arbitration, such
arbitrator shall instead be



69









 







appointed by the ICC within thirty (30) calendar days of receiving such request. In the event
that either side of the arbitration is composed of more than one party, and the Desc Parties that
are party to the arbitration, on the one hand, or the Dana Parties, on the other, as the case may
be, fails to nominate an arbitrator pursuant to this Section 10.9(c), then the Court may appoint
each member of the arbitral panel in accordance with Article 10(2) of the ICC Rules. Each
arbitrator shall be fluent in English and Spanish.



     (d) Arbitration Proceedings. The arbitration proceedings shall be conducted in
Spanish, provided that the arbitrators may permit any portion of the proceeding to be conducted in
English if this will facilitate the conduct of the arbitration. The arbitrators shall apply the ICC
Rules, and shall specify the same at the commencement of the arbitration. Documents in English
shall be admissible as evidence without need to translation into Spanish and witnesses who are not
native Spanish speakers may render their testimonies in English if they so prefer.



     (e) Consolidation of Arbitration Proceedings. When a party to a Transaction Document
submits a Request for Arbitration (as defined in the ICC Rules) in connection with a legal
relationship in respect of which arbitration proceedings between the parties to the same or another
Transaction Document are already pending under the ICC Rules (an “Already Pending Proceeding”), the
parties to such Transaction Document may request that the Court include the claims contained in the
request (the “New Claims”) in the Already Pending Proceeding. If a party to a Transaction Document
makes such a request before the Terms of Reference (as defined in the ICC Rules) have been signed
or approved by the Court in the Already Pending Proceeding, pursuant to Article 4(6) of the ICC
Rules, the Court shall determine whether to include the New Claims in the Already Pending
Proceeding. If a party to a Transaction Document makes such a request after the Terms of Reference
in the Already Pending Proceeding have been signed or approved by the Court, pursuant to Article 19
of the ICC Rules, the Arbitral Tribunal (as defined in the ICC Rules) in the Already Pending
Proceeding shall determine whether to include the New Claims in the Already Pending Proceeding.
For the avoidance of doubt, two (2) or more arbitration proceedings may be consolidated in
accordance with this Section 10.9(e) under Articles 4(6) or 19 of the ICC Rules, even if the
parties to such arbitration proceedings are not identical.



     (f) Award. The arbitral award shall be final and binding upon all Parties, and not
subject to any appeal, to the fullest extent permitted by Applicable Law, and shall deal with the
question of costs of arbitration and all matters related thereto. The arbitrators may in their
discretion award costs, including legal fees, to the prevailing Party. Decisions of the
arbitrators shall be in writing and shall set forth the reasons therefore and, to the extent
applicable, the manner in which the amount of the award was calculated.



     (g) Enforceability of Certain Provisions of this Agreement. Each Party irrevocably
submits to the non-exclusive jurisdiction of the Bankruptcy Court for purposes of any Bankruptcy
Dispute. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Mexico
for purposes of a suit, action or proceeding to enforce the provisions Section 10.9(b) through
Section 10.9(h), to obtain an order to preserve the status quo pending resolution of any Dispute
described in Section 10.9(b) or to enforce an arbitration award rendered hereunder. Each Party
irrevocably waives any objection or defense such Party may have to venue or personal jurisdiction
in any such court including any claim that the suit, action or



70









 







proceeding has been brought in an inconvenient forum and any right to which it may become
entitled on account of place of residence or domicile.



     (h) Enforceability of the Award. Judgment upon the award rendered by the arbitration
may be entered in any court having jurisdiction, or application may be made to such court for a
judicial recognition of the award or any order of enforcement thereof.



Section 10.10 No Third Party Beneficiary.




     Nothing expressed or referred to in this Agreement will be construed to give any Person other
than the Parties to this Agreement (and any Indemnified Party under Article IX) any legal or
equitable right, remedy or claim under or with respect to this Agreement or any provision of this
Agreement. This Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the Parties to this Agreement and their successors and assigns.



Section 10.11 Partial Invalidity.




     Wherever possible, each provision hereof shall be interpreted in such manner as to be
effective and valid under Applicable Law, but in the event that any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such provision shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality or unenforceability without invalidating the remainder of such provision(s)
to the extent valid, legal or enforceable or any other provisions hereof, unless such a
construction would be unreasonable.



Section 10.12 Desc Parties Guarantor.




     Desc Automotriz also executes this Agreement as guarantor (fiador) of each and every
undertaking of the Desc Parties contained or referred to in this Agreement and all Schedules
attached hereto and expressly waives the benefit of priority (beneficio de orden) and the right of
excussio (beneficio de excusión) and articles 2814 and 2815 of the Mexican Federal Civil Code and
all corresponding Articles in the Civil Code of all of the States of Mexico.



Section 10.13 Dana Parties Guarantor.




     Dana Mexico also executes this Agreement as guarantor (fiador) of each and every undertaking
of the Dana Parties contained or referred to in this Agreement and all Schedules attached hereto
and expressly waives the benefit of priority (beneficio de orden) and the right of excussio
(beneficio de excusión) and articles 2814 and 2815 of the Mexican Federal Civil Code and all
corresponding Articles in the Civil Code of all of the States of Mexico.



Section 10.14 Prior Agreements.




     This Agreement precludes and supersedes any other agreements between any of the Parties with
respect to the subject matter hereof, including any other agreements related to the purchase and
sale of the Purchased Shares set forth in the JV Agreement.



[SIGNATURE PAGE FOLLOWS]





71










 







     IN WITNESS OF WHICH the Parties have duly executed this Agreement as of the date first
above written.



	 	 	 	 	 
	 	DESC AUTOMOTRIZ, S.A. DE C.V.

 	 
	 	By:  	/s/ Juan Marco Gutiérrez Wanless
 	 
	 	Name:  	Juan Marco Gutiérrez Wanless 	 
	 	Title:  	Chief Corporate Officer and Legal

Representative 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal
Representative 	 
	 
	 	SPICER, S.A. DE C.V.

 	 
	 	By:  	/s/ Juan Marco Gutiérrez Wanless
 	 
	 	Name:  	Juan Marco Gutiérrez Wanless 	 
	 	Title:  	Chief Corporate Officer and Legal
Representative 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal
Representative 	 
	 
	 	INMOBILIARIA UNIK, S.A. DE C.V.

 	 
	 	By:  	/s/ Juan Marco Gutiérrez Wanless
 	 
	 	Name:  	Juan Marco Gutiérrez Wanless 	 
	 	Title:  	Chief Corporate Officer and Legal
Representative 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 



[SIGNATURES CONTINUE ON FOLLOWING PAGE]



Signature page to the Master Share Purchase Agreement Relating to the Dissolution of the Spicer
Joint Venture




 









 








	 	 	 	 	 
	 	DANA CORPORATION 

 	 
	 	By:  	/s/ Dennis Greenwald
 	 
	 	Name:  	Dennis Greenwald 	 
	 	Title:  	Vice President of International Finance 	 
	 
	 	DANA HOLDINGS MEXICO S. DE R.L. DE C.V.

 	 
	 	By:  	/s/ Dennis Greenwald
 	 
	 	Name:  	Dennis Greenwald 	 
	 	Title:  	Vice President of International Finance 	 



[SIGNATURES CONTINUE ON FOLLOWING PAGE]



Signature page to the Master Share Purchase Agreement Relating to the Dissolution of the Spicer
Joint Venture




 









 







The undersigned join as a Party to the foregoing Agreement for the limited purposes provided
in Section 7.22.




	 	 	 	 	 
	 	DESC, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal
Representative 	 
	 
	 	DESC CORPORATIVO, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	INMOBILIARIA CORCEL, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	AEROPYCSA, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	CORPORATIVO UNIKO, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 


Signature page to the Master Share Purchase Agreement Relating to the Dissolution of the Spicer
Joint Venture




 









 








	 	 	 	 	 
	 	T.F. VICTOR, S.A. DE C.V. 

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	TRANSMISIONES TSP, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	TRANSMISIONES Y EQUIPOS MECÁNICOS, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	VILLA INDUSTRIAL, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	EJES TRACTIVOS, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	CARDANES, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 


Signature page to the Master Share Purchase Agreement Relating to the Dissolution of the Spicer
Joint Venture




 









 








	 	 	 	 	 
	 	FORJAS SPICER, S.A. DE C.V. 

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	AUTOMETALES, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	DIRECSPICER, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	CORPORACIÓN INMOBILIARIA DE MEXICO, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	ENGRANES CÓNICOS, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 
	 
	 	SPICER SERVICIOS, S.A. DE C.V.

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 


Signature page to the Master Share Purchase Agreement Relating to the Dissolution of the Spicer
Joint Venture




 









 








	 	 	 	 	 
	 	TRANSMISSION TECHNOLOGIES CORPORATION 

 	 
	 	By:  	/s/ Ramón F. Estrada Rivero
 	 
	 	Name:  	Ramón F. Estrada Rivero 	 
	 	Title:  	General Counsel and Legal Representative 	 


Signature page to the Master Share Purchase Agreement Relating to the Dissolution of the Spicer
Joint Venture