EX-10.1



 




Exhibit 10.1




FIRST AMENDMENT TO INVESTMENT AGREEMENT




     THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”), dated as of December
7, 2007, is entered into by and among Centerbridge Capital Partners, L.P., a Delaware limited
partnership (“Centerbridge”), Centerbridge Capital Partners Strategic, L.P., a Delaware
limited partnership (“Strategic”) as successor by assignment from CBP Parts Acquisition Co.
LLC, a formed Delaware limited liability company (“CBP Parts”), Centerbridge Capital
Partners SBS, L.P., a Delaware limited partnership (“SBS”) as successor by assignment from
CBP Parts, and Dana Corporation, a Virginia corporation (the “Company”) and
debtor-in-possession under chapter 11 of title 11 of the United States Code in case No. 06-10354
(BRL) pending in the Bankruptcy Court, and amends that certain Investment Agreement, dated as of
July 26, 2007, by and among Centerbridge, the Purchaser and the Company (the “Agreement”).
Capitalized terms used, but not defined, in this Amendment have the meanings ascribed to such terms
in the Agreement.



     NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, the
receipt and sufficiency of which Centerbridge, Strategic, SBS and the Company each hereby
acknowledge, the parties hereto hereby covenant and agree to amend and revise the Agreement as
follows:



ARTICLE I

AMENDMENTS




     Section 1.1 Amendments to Investment Agreement.




     (a) Definition of Series B Preferred. The third recital to the Agreement is
hereby amended by inserting the phrase “(the “Series B Preferred”)” immediately
prior to the phrase “, in each case having the terms set forth in the Certificate of
Designation attached hereto as Exhibit B.” Section 7.2 of the Agreement is hereby
amended by replacing the phrase “Series B-1 Preferred” with the phrase “Series B Shares.”




     (b) Series B Preferred Share Purchases. Section 1.2 of the Agreement (Series B
Preferred Share Purchase) is hereby amended to read in its entirety as follows, in each case
in order to conform to the Third Amended Joint Plan of Reorganization and Third Amended
Disclosure Statement related thereto:



          “1.2 Series B Preferred Share Purchase. (a) Backstop. On the terms and
subject to the conditions herein, at the Closing, New Dana will issue and sell to Purchaser and
Purchaser will purchase from New Dana, for an aggregate price of $250,000,000, or $100 per share,
in cash (the “Series B Purchase Price”), 2,500,000 newly issued shares of Series B
Preferred (“Series B Shares” and, together with the Series A Preferred, the
"Shares”); provided, however, that Purchaser’s obligation and right to
purchase Series B Shares will be reduced (but not below zero) to the extent that Qualified
Investors purchase and timely pay for Series B Shares in accordance with this Section 1.2.



          (b) Subscriptions. Qualified Investors who deliver a duly executed Subscription
Agreement in the form of Exhibit C to Centerbridge and the Company prior to 5:00 p.m. EST
on December 5, 2007 (such time, the “Subscription Deadline” and such Qualified Investors,
the



 









 




"Series B Investors”) will be entitled to purchase their Pro Rata Share of 5,400,000
Series B Shares from the Company for the Series B Purchase Price. Such Series B Investors will
also be entitled to purchase, if applicable, their Undersubscription Allocation of Series B Shares,
from the Company for the Series B Purchase Price. For purposes of this Agreement, “Pro Rata
Share” means each Qualified Investor’s pro rata portion of the Series B Shares, as applicable,
calculated based on the proportion that the Participating Claims beneficially owned by it bear to
the total amount of Participating Claims beneficially owned by Qualified Investors (disregarding
whether any or all Qualified Investors have subscribed to purchase Series B Shares for purposes of
calculating such total amount) as a whole.




          (c) Undersubscription Allotment. To the extent Primary Subscriptions are for less
than 5,400,000 Series B Shares, a number of Series B Shares will be available to each Qualified
Investor subscribing for Series B Shares (collectively, the “Subscribing Investors”) who
indicates in its Subscription Agreement delivered prior to the Subscription Deadline that it agrees
to subscribe for an Undersubscription Allocation (collectively, the “Undersubscription
Investors”). The number of Series B Shares available for the Undersubscription Allocation will
be equal to the difference between (i) 2,900,000 Series B Shares and (ii) the number of Series B
Shares by which Primary Subscriptions and the Series B Shares purchased by Centerbridge pursuant to
Section 1(a) exceed 2,500,000 Series B Shares (the “Unsubscribed Shares”). Each
Undersubscription Investor will purchase from the Company at the Series B Purchase Price its pro
rata share of the number of Unsubscribed Shares (the “Undersubscription Allocation”),
calculated based on the proportion that the Participating Claims beneficially owned by it bear to
the total amount of Participating Claims held by Undersubscription Investors as a whole;
provided, however, that no Qualified Investor will be required to purchase Series B
Shares in excess of the maximum amount it agrees to purchase pursuant to its Subscription
Agreement. In the event that a Subscribing Investor ceases to be a Qualified Investor after
executing a Subscription Agreement, such Subscribing Investor will not be entitled to acquire
Series B Shares and such Person’s allocation of Series B Shares shall be added to the total number
of Series B Shares the respective Pro Rata Share of which each Qualified Investor may purchase
pursuant to the first sentence of Section 1.2(b) above. For purposes of this Section 1.2,
"Primary Subscriptions” means the Series B Shares that Qualified Investors agree to
purchase pursuant to duly executed Subscription Agreements submitted prior to the Subscription
Deadline, but not including Series B Shares subject to an Undersubscription Allocation.



          (d) $200 Million Cap. Notwithstanding anything to the contrary in this Section 1.2,
in no event will any purchaser of Series B Shares and its Affiliates, including without limitation
any Person to whom Purchaser has assigned rights and obligations to purchase Series B Shares as
contemplated by Section 1.2(a), but not including Purchaser and its Affiliates, be entitled to
acquire beneficial ownership of more than $200 million in aggregate liquidation preference of
Series B Shares (including after taking into account subscriptions for Unsubscribed Shares).



2









 





          (c) Amendment to Termination Rights. Section 6.2(d) of the Agreement is hereby
amended to read in its entirety:



     (d) by Centerbridge, if there has been a default or breach by the Company of its
representations and warranties, covenants or agreements set forth in this Agreement, or in
connection with the transactions contemplated hereby, which default or breach is incapable of being
cured or, if capable of being cured has not been cured within 60 days following receipt by the
Company from Centerbridge of written notice of such default or breach (specifying in reasonable
detail the claimed default or breach and demand of its cure or satisfaction) and which default or
breach would result in a failure of the condition set forth in Section 5.3(f) or (g), as
applicable; provided, however, that Centerbridge will not have the right to terminate this
Agreement pursuant to this Section 6.2(d) if it or Purchaser is in material breach of any
representations, warranties, covenants or agreements hereunder;



          (d) Condition re: Board Composition.



          (i) The text of Section 5.3(k) of the Agreement is hereby amended to read in its
entirety as follows:



     (k) Effective upon the Closing, the New Dana Board shall consist of nine directors, (i) four
of whom shall be designated by Centerbridge, one of whom shall be an Independent Director and one
of whom shall be an Independent Director with respect to Centerbridge (but not necessarily
independent of New Dana for NYSE purposes), (ii) three of whom shall be designated by
representatives of the unsecured creditor’s committee (the “Creditors’ Committee”) appointed in the
Chapter 11 Case, each of whom shall be an Independent Director, (iii) one of whom shall be selected
by the Creditors’ Committee from a list of three Independent Directors proffered to the Creditors’
Committee by Centerbridge, provided, however, if none of the Independent Directors on the list are
reasonably satisfactory to the Creditors’ Committee, then Centerbridge shall proffer the names of
additional Independent Directors until the name of an Independent Director reasonably satisfactory
to the Creditors’ Committee is put forth and at any time during that process, the Creditors’
Committee may submit its own list, which would then be subject to the same proffer process, and
(iv) one of whom shall be the Chief Executive Officer of the Company.



          (e) Purchaser Expenses. Section 7.1(a) of the Agreement is hereby amended by
replacing the phrase “an amount not to exceed $4.0 million” with the phrase “an amount not
to exceed $5.0 million” in order to conform this amount to the expense cap reflected in the
Third Amended Disclosure Statement.



          (f) Trade Claims Record Date; Definition of “allowed”. Section 8.8(xl) of the
Agreement is hereby amended to read in its entirety “‘Trade Claims Record Date‘
means November 28, 2007” in order to conform this date to the Trade Claims Record Date
reflected in the Third Amended Joint Plan of Reorganization and the Third Amended Disclosure
Statement related thereto. Section 8.8 is hereby amended to add a new definition
“‘allowed‘, for purposes of the definitions of Bondholder Claims and Trade Claims
herein, means “allowed” as such term is used in the Bankruptcy Code and will not be
interpreted to have the meaning given such term in the Chapter 11 Plan.”



3









 





          (g) Chapter 11 Plan Provisions. Centerbridge and Purchaser hereby confirm and
reaffirm their consent to the Third Amended Joint Plan of Reorganization.



     Section 1.2 Amended and Restated Exhibits to Investment Agreement.



          (a) Certificate of Designation. The Certificate of Designation attached as
Exhibit B to the Agreement is hereby deleted and replaced in its entirety by the Certificate
of Designation attached hereto as Exhibit B.



          (b) Shareholders Agreement. The Shareholders Agreement attached as Exhibit D
to the Agreement is hereby deleted and replaced in its entirety by the Shareholders
Agreement attached hereto as Exhibit D.



          (c) Series A Registration Rights Agreement. The Series A Registration Rights
Agreement attached as Exhibit E to the Agreement is hereby deleted and replaced in its
entirety by the Series A Registration Rights Agreement attached hereto as Exhibit E.



          (d) Series B Registration Rights Agreement. The Series B Registration Rights
Agreement attached as Exhibit F to the Agreement is hereby deleted and replaced in its
entirety by the Series B Registration Rights Agreement attached hereto as Exhibit F.



          (e) Market Maker Agreement. The Market Maker Agreement attached as Exhibit H
to the Agreement is hereby deleted and replaced in its entirety by the Market Maker
Agreement attached hereto as Exhibit H.



     Section 1.3 Effective Date of Amendment; Termination. This Amendment shall not become
binding upon the Debtors unless and until the Bankruptcy Court approves this Amendment.
Centerbridge, by written notice to the Company, may terminate this Amendment if the Company has not
obtained Bankruptcy Court approval of this Amendment on or before February 28, 2008. Upon such
termination, the Investment Agreement will remain in full force and effect but without giving
effect to this Amendment, until terminated in accordance with the terms thereof.



ARTICLE II

MISCELLANEOUS




     Section 2.1 Affirmation of Agreement. Except as expressly amended hereby, all terms,
conditions and provisions of the Agreement are hereby reaffirmed and shall remain in full force and
effect.



     Section 2.2 Entire Agreement. Together with the Agreement, this Amendment constitutes
the entire agreement among Centerbridge, Strategic, SBS and the Company pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations
and discussions, whether oral or written, of Centerbridge, the Purchaser and the Company (or any of
them) with respect to the subject matter hereof.



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     Section 2.3 Governing Law. This Amendment will be governed by and construed in
accordance with the laws of the State of New York, without regard to its conflict of laws
principles.



     Section 2.4 Headings. The headings contained in this Amendment are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Amendment.



     Section 2.5 Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall together constitute one and the
same agreement, and shall become effective when one or more such counterparts have been signed by
each of the parties hereto and delivered to the other parties hereto.



[Remainder of Page Blank — Signature Page Follows]




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     IN WITNESS WHEREOF, Centerbridge, Strategic, SBS and the Company have each duly executed and
delivered this Amendment as of the date first written above.



	 	 	 	 	 
	 
	 	 	 	 
	 	 	DANA CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Burns
	 

	 	 	 	 
	 

	 	Name:
	 	Michael J. Burns
	 

	 	 	 	 
	 

	 	Title:
	 	Chairman & CEO
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CENTERBRIDGE CAPITAL PARTNERS, L.P.
	 

	 	By:
	 	Centerbridge Associates, L.P.,
	 

	 	 	 	its general partner
	 

	 	 	 	By: Centerbridge GP Investors, LLC
	 

	 	 	 	        its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Aronson
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Aronson
	 

	 	 	 	 
	 

	 	Title:
	 	Authorized Person
	 
	 	 	 	 
	 	 	CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
	 

	 	By:
	 	Centerbridge Associates, L.P.,
	 

	 	 	 	its general partner
	 

	 	 	 	By: Centerbridge GP Investors, LLC,
	 

	 	 	 	        its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Aronson
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Aronson
	 

	 	 	 	 
	 

	 	Title:
	 	Authorized Person
	 
	 	 	 	 
	 	 	CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
	 

	 	By:
	 	Centerbridge Associates, L.P.,
	 

	 	 	 	its general partner
	 

	 	 	 	By: Centerbridge GP Investors, LLC,
	 

	 	 	 	        its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Aronson
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Aronson
	 

	 	 	 	 
	 

	 	Title:
	 	Authorized Person






Signature Page to First Amendment to Investment Agreement





 











 





Exhibit B




DANA HOLDING CORPORATION




CERTIFICATE OF DESIGNATION OF

4.0% SERIES A CONVERTIBLE PREFERRED STOCK AND

4.0% SERIES B CONVERTIBLE PREFERRED STOCK




     The terms of the authorized 4.0% Series A Convertible Preferred Stock, par value $0.01 per
share (the “Series A Preferred”), and 4.0% Series B Convertible Preferred Stock, par value
$0.01 per share (the “Series B Preferred”), of Dana Holding Corporation, a corporation
organized and existing under the State of Delaware (the “Corporation”), are as set forth
below:



     1. Designation. There is hereby created out of the authorized and unissued shares of
Preferred Stock of the Corporation two new series of Preferred Stock designated as the Series A
Preferred and the Series B Preferred. The number of shares constituting the Series A Preferred
will be 2,500,000, and the number of shares constituting the Series B Preferred will be 5,400,000.



     2. Ranking. The Series A Preferred and Series B Preferred will, with respect to
payment of dividends and to distributions in the event of the Corporation’s voluntary or
involuntary liquidation, winding up or dissolution (a “Liquidation”), rank (i) senior to
all classes of Common Stock and to each other class of Capital Stock of the Corporation or series
of Preferred Stock of the Corporation established hereafter by the Board, the terms of which do not
expressly provide that such class or series ranks senior to, or on a parity with, the Series A
Preferred and Series B Preferred as to dividend rights and rights on a Liquidation (collectively
referred to as “Junior Stock”), (ii) on a parity with each class of Capital Stock of the
Corporation or series of Preferred Stock of the Corporation established hereafter by the Board, the
terms of which expressly provide that such class or series will rank on a parity with the Series A
Preferred and Series B Preferred as to dividend rights and rights on a Liquidation (collectively
referred to as “Parity Stock”), and (iii) junior to each class of Capital Stock of the
Corporation or series of Preferred Stock of the Corporation established hereafter by the Board, the
terms of which expressly provide that such class or series will rank senior to the Series A
Preferred or Series B Preferred as to dividend rights and rights on a Liquidation (“Senior
Stock”). For the avoidance of doubt, the Series A Preferred and Series B Preferred will rank
on a parity with each other as to dividend rights and rights on a Liquidation.



     3. Dividends. (a) So long as any shares of Series A Preferred or Series B Preferred
are outstanding, the holders of such shares will be entitled to receive out of the Corporation’s
assets legally available therefor, when, as and if declared by the Board, preferential dividends at
a rate per annum equal to 4.0% (the “Dividend Rate”) on the then-effective Liquidation
Preference per share for such share hereunder, payable in cash. Subject to Section 5(f),
such dividends with respect to each share of Series A Preferred and Series B Preferred, as
applicable, will be fully cumulative and
will begin to accrue from the Issue Date of such share, whether or not such dividends are
authorized or declared by the Board and whether or not in any Dividend Period or



 









 




Dividend Periods
there are assets of the Corporation legally available for the payment of such dividends.




     (b) Dividends on the shares of Series A Preferred and Series B Preferred will be payable
quarterly in equal amounts (subject to Section 3(d) hereunder with respect to shorter
periods, including the first such period with respect to newly issued shares of Series A Preferred
or Series B Preferred) in arrears on each Dividend Payment Date, in preference to and in priority
over dividends on any Junior Stock, commencing on the first Dividend Payment Date after the Issue
Date of such share of Series A Preferred or Series B Preferred, as applicable. Subject to
Section 3(f), such dividends will be paid to the holders of record of the shares of Series
A Preferred and Series B Preferred, as applicable, as they appear at the close of business on the
applicable Dividend Record Date. The amount payable as dividends on such Dividend Payment Date
will be payable in cash, unless such payment is prohibited under statutory law.



     (c) All dividends paid with respect to shares of Series A Preferred and Series B Preferred
pursuant to Section 3(a) will be paid pro rata to the holders thereof and will first be
credited against the dividends accrued with respect to the earliest Dividend Period for which
dividends have not been paid. Dividend payments will be aggregated per holder and will be made to
the nearest cent (with $0.005 being rounded upward).



     (d) The amount of dividends payable per share of Series A Preferred and Series B Preferred for
each full Dividend Period will be computed by dividing the annual dividend amount for such share by
four. The amount of dividends payable for the initial Dividend Period, or any other period shorter
or longer than a full Dividend Period, on a share of Series A Preferred or Series B Preferred, as
applicable, will be computed on the basis of twelve 30-day months and a 360-day year. No interest
will accrue or be payable in respect of unpaid dividends.



     (e) Any reference to “distribution” in this Section 3 will not be deemed to include
any distribution made in connection with any Liquidation.



     (f) Notwithstanding any other provision hereof, in no event will a dividend payable under
Section 3(a) be paid in respect of any share of Series A Preferred or Series B Preferred
that has been converted prior to the applicable Dividend Payment Date pursuant to Section
5(b) or (c) if such dividend was included in the calculation of clause (i) of
Section 5(b) or 5(c), as applicable.



     4. Liquidation Rights. (a) In the event of any Liquidation, the holders of shares of
Series A Preferred and Series B Preferred then outstanding will be entitled to be paid out of the
assets of the Corporation available for distribution to its stockholders, whether such assets are
capital, surplus, earnings or otherwise, before any payment or declaration and setting apart for
payment of any amount will be made in respect of any shares of Junior Stock, subject to the rights
of holders of Senior Stock, if any, an amount with respect to each share of Series A Preferred and
Series B Preferred
outstanding equal to the then-effective Liquidation Preference per share for such shares, plus
all declared or accrued and unpaid dividends in respect thereof to the date



2









 




of final distribution.
If upon any Liquidation, the assets to be distributed among the holders of Series A Preferred,
Series B Preferred and Parity Stock, if any, are insufficient to permit the payment to such
stockholders of the full preferential amounts thereof, then the entire assets of the Corporation to
be distributed will be distributed ratably among the holders of Series A Preferred, Series B
Preferred and Parity Stock, based on the full preferential amounts for the number of shares of
Series A Preferred, Series B Preferred and Parity Stock held by each holder, subject to the rights
of holders of Senior Stock, if any.




     (b) After payment to the holders of Series A Preferred and Series B Preferred of the amounts
set forth in Section 4(a) hereof, such holders will not be entitled to any further
participation in any distribution of the Corporation’s assets and the entire remaining assets and
funds of the Corporation legally available for distribution, if any, will be distributed among the
holders of any Capital Stock entitled to a preference over the Common Stock in accordance with the
terms thereof and, thereafter, to the holders of Common Stock.



     (c) No funds are required to be set aside to protect the Liquidation Preference of the shares
of Series A Preferred and Series B Preferred, although the applicable Liquidation Preference will
be substantially in excess of the par value of the shares of Series A Preferred and Series B
Preferred.



     (d) For purposes of this Section 4, neither a merger, consolidation, business
combination, reorganization or recapitalization of the Corporation with or into any entity, nor a
sale, lease or other disposition of all or substantially all of the assets of the Corporation and
its subsidiaries (on a consolidated basis) will be deemed a Liquidation.



     5. Conversion. The Series A Preferred and Series B Preferred are convertible into
shares of Common Stock as follows:



     (a) Conversion Price. The initial Conversion Price of each share of Series A
Preferred and Series B Preferred will be determined as set forth in the definition of “Conversion
Price” in Section 13 and the defined terms used therein. The Conversion Price will be
subject to adjustment as provided in Section 5(h).



     (b) Optional Conversion Right. At any time after the six-month anniversary of the
Original Issue Date, but subject to Section 8, at the option of the holder thereof, any
share of Series A Preferred or Series B Preferred may be converted into such number of fully paid
and non-assessable shares of Common Stock that is obtained by dividing (i) the then-effective
Liquidation Preference plus all accrued but unpaid dividends under Section 3(a) for such share by
(ii) the Conversion Price (as in effect on the Conversion Date).



     (c) Mandatory Conversion. If the Closing Sale Price of the Common Stock has exceeded
an amount equal to 1.4 multiplied by the Distributable Market Equity
Value Per Share (such product, rounded up to the nearest cent, and subject to equitable
adjustment in the event of any stock dividends, splits, reverse splits, combinations,



3









 




reclassifications and similar actions, the “Mandatory Conversion Trigger Price”), for at
least 20 consecutive Trading Days commencing from or after the fifth anniversary of the Original
Issue Date, then the Corporation may, at its option at any time after any such 20 consecutive
Trading Day period, cause all but not less than all of the outstanding shares of Series A Preferred
and Series B Preferred to convert into such number of fully paid and non-assessable shares of
Common Stock that is obtained by dividing (i) the then-effective Liquidation Preference of such
shares plus any accrued but unpaid dividends under Section 3(a) for such shares by (ii) the
Conversion Price (as in effect on the Conversion Date).




     (d) Mechanics for Exercise of Conversion Rights. In order to exercise the optional
conversion right provided for in Section 5(b), the holder of each share of Series A
Preferred or Series B Preferred to be converted will (i) surrender the certificate representing
such share, duly endorsed or assigned to the Corporation or in blank, to the office of the Transfer
Agent or (ii) deliver written notice to the Corporation or the Transfer Agent that such certificate
has been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to
indemnify the Corporation from any loss incurred by it in connection with such certificates (the
actions taken pursuant to clause (i) or (ii), a “Surrender”), accompanied, in either case,
by written notice to the Corporation that the holder thereof elects to convert all or a specified
whole number of shares of Series A Preferred or Series B Preferred, as applicable. Unless the
shares of Common Stock issuable on conversion are to be issued in the same name as the name in
which such shares of Series A Preferred or Series B Preferred, as applicable, are registered, each
share Surrendered for conversion must be accompanied by instruments of transfer, in form reasonably
satisfactory to the Corporation, duly executed by the holder or such holder’s duly authorized
attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Corporation demonstrating that such taxes have been paid). In the event the
Corporation elects to exercise the mandatory conversion right provided for in Section 5(c),
the Corporation will provide written notice of such exercise to the Transfer Agent and each holder
of Series A Preferred and Series B Preferred specifying the date on which such conversion will be
effective (the “Mandatory Conversion Notice”), which date must be no less than 90 days from
the date on which such written notice is sent, and thereafter each holder of shares of Series A
Preferred and Series B Preferred will Surrender its shares to the Corporation.



     (e) Delivery of Certificates and Conversion Date. As promptly as practicable, but in
any event within five Business Days following the Conversion Date (in the case of a conversion
pursuant to Section 5(b)) or within five Business Days following the date on which a holder
of shares to be converted Surrenders such shares to the Corporation (in the case of a conversion
pursuant to Section 5(c)), the Corporation will issue and deliver to, or upon the written
order of, the holder a certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such holder’s applicable shares of Series A Preferred or Series B
Preferred in accordance with the provisions of this Section 5, and any fractional interest
in respect of a share of Common
Stock arising upon such conversion will be settled as provided in Section 5(g) hereof.
In the event of a conversion pursuant to Section 5(b), upon conversion of only a portion
of



4









 




the number of shares covered by a certificate representing shares of Series A Preferred or
Series B Preferred Surrendered for conversion, the Corporation will also issue and deliver to, or
upon the written order of, the holder of the certificate so Surrendered for conversion, at the
expense of the Corporation, a new certificate covering the number of shares of Series A Preferred
or Series B Preferred, as applicable, representing the unconverted portion of the certificate so
Surrendered, which new certificate will entitle the holder thereof to the rights of the shares of
Series A Preferred or Series B Preferred represented thereby to the same extent as if the
certificate theretofore covering such unconverted shares had not been Surrendered for conversion.
Each conversion will be deemed to have been effected as of the close of business on the date on
which (i) in the case of an optional conversion pursuant to Section 5(b), the certificates
for Series A Preferred or Series B Preferred are Surrendered and such notice and payment of all
required transfer taxes and dividends received by the Corporation as aforesaid, or (ii) in the case
of a mandatory conversion pursuant to Section 5(c), the date specified in the Mandatory
Conversion Notice (the “Conversion Date”). On the Conversion Date, all rights with respect
to the shares of Series A Preferred or Series B Preferred so converted, including the rights, if
any, to receive notices, will terminate except only the rights of holders thereof to receive the
physical certificates contemplated by this Section 5(e) and cash in lieu of any fractional
share as provided in Section 5(g), and the Person entitled to receive the shares of Common
Stock will be treated for all purposes as having become the record holder of such shares (even if
certificates for such shares of Common Stock have not yet been issued).




     (f) If conversion rights are exercised with respect to shares of Series A Preferred or Series
B Preferred under Section 5(b) or (c), such shares will cease to accrue dividends
pursuant to Section 3(a) as of the end of day immediately preceding the Conversion Date.



     (g) No Fractional Shares. No fractional shares or scrip representing fractions of
shares of Common Stock will be issued upon conversion of shares of Series A Preferred or Series B
Preferred. Instead of any fractional interest in a share of Common Stock that would otherwise be
deliverable upon the conversion of such shares, the Corporation will pay to the holder of such
shares an amount in cash based upon the Current Market Price of Common Stock on the Trading Day
immediately preceding the Conversion Date. If more than one share is Surrendered for conversion
pursuant to this Section 5 at one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof will be computed on the basis of the aggregate number
of shares so Surrendered.



     (h) Conversion Price Adjustments. The Conversion Price is subject to adjustment from
time to time as follows:



          (i) Stock Splits and Combinations. If, after the Original Issue Date, the Corporation
(A) subdivides or splits its outstanding shares of Common Stock into a greater number of shares,
(B) combines or reclassifies its outstanding shares of
Common Stock into a smaller number of shares, or (C) issues any Capital Stock of the
Corporation by reclassification of its Common Stock, then the Conversion Price in effect



5









 




immediately prior to such event will be adjusted so that the holder of any share of Series A
Preferred or Series B Preferred thereafter Surrendered for conversion will be entitled to receive
the number of such securities that such holder would have owned or have been entitled to receive
after the occurrence of any of the events described above as if such share had been converted
immediately prior to the effective date of such subdivision, combination or reclassification or the
record date therefor, whichever is earlier. An adjustment made pursuant to this Section
5(h)(i) will become effective at the close of business on the effective date of such corporate
action. Such adjustment will be made successively wherever any event listed above occurs.




          (ii) Dividends/Distributions of Common Stock. If, after the Original Issue Date, the
Corporation fixes a record date for or pays a dividend or makes a distribution in shares of Common
Stock on any class of Capital Stock of the Corporation, other than dividends or distributions of
shares of Common Stock or other securities with respect to which adjustments are provided in
Section 5(h)(i), then the Conversion Price in effect at the close of business on the record
date therefor will be adjusted to equal the price determined by multiplying (A) such Conversion
Price by (B) a fraction, the numerator of which will be the number of shares of Common Stock
Outstanding at the close of business on the record date and the denominator of which will be the
sum of (1) the number of shares of Common Stock Outstanding at the close of business on the record
date and (2) the number of shares of Common Stock constituting such dividend or distribution. An
adjustment made pursuant to this Section 5(h)(ii) will become effective immediately after
the close of business on such record date (except as provided in Section 5(h)(iv)(F)
hereof). Such adjustment will be made successively wherever any event listed above occurs.



          (iii) Certain Issuances of Common Stock and Common Stock Derivatives. If, after the
Original Issue Date, the Corporation issues or sells shares of Common Stock or any Common Stock
Derivative without consideration or at a consideration per share of Common Stock (or having a
conversion, exercise or exchange price per share of Common Stock, in the case of a Common Stock
Derivative), calculated by including the aggregate proceeds to the Corporation upon issuance and
any additional consideration payable to the Corporation upon and in respect of any such conversion,
exchange or exercise, that is less than the Conversion Price in effect at the close of business on
the day immediately preceding such issuance, then the maximum number of shares of Common Stock
issuable upon conversion, exchange or exercise of such Common Stock Derivatives, as applicable,
will be deemed to have been issued as of such issuance and such Conversion Price will be decreased,
effective as of the time of such issuance, to equal the price determined by multiplying (A) such
Conversion Price by (B) a fraction, the numerator of which will be the sum of (1) the number of
shares of Common Stock Outstanding immediately prior to such issuance and (2) the number of shares
which the aggregate proceeds to the Corporation from such issuance (including any additional
consideration per share of Common Stock payable to the Corporation upon any such conversion,
exchange or exercise) would purchase at such Conversion Price, and the denominator of which will
be the sum of (1) the number of shares of Common Stock Outstanding immediately prior to such
issuance and (2) the number of additional shares of Common Stock issued



6









 




or subject to issuance upon
the conversion, exchange or exercise of such Common Stock Derivatives issued. In the event that
any portion of such consideration is in a form other than cash, the Fair Market Value of such
noncash consideration will be used. Notwithstanding any provision hereof to the contrary, this
Section 5(h)(iii) will not apply to any issuance of Common Stock in any manner described in
Section 5(h)(i) and (ii). Such adjustment will be made successively wherever any
event listed above occurs.




          (iv) Additional Conversion Matters.



               (A) Minor Adjustments and Calculations. No adjustment in the Conversion Price
pursuant to any provision of this Section 5(h) will be required unless such adjustment
would require a cumulative increase or decrease of at least 1% in such price; provided,
however, that any adjustments that by reason of this Section 5(h)(iv)(A) are not
required to be made will be carried forward and taken into account in any subsequent adjustments
until made. All calculations under this Section 5(h) will be made to the nearest cent
(with $0.005 being rounded upward).



               (B) Exceptions to Adjustment Provisions. The provisions of this Section 5(h)
will not be applicable to (1) any issuance for which an adjustment to the Conversion Price is
provided under any other subclause of this Section 5(h), (2) any issuance of shares of
Common Stock upon actual exercise, exchange or conversion of any Common Stock Derivative if the
Conversion Price was fully and properly adjusted at the time such securities were issued or if no
such adjustment was required hereunder at the time such securities were issued, (3) the issuance of
additional shares of Series A Preferred or Series B Preferred at a per share price equal to or
greater than the applicable Liquidation Preference or the issuance of shares of Common Stock upon
conversion of outstanding shares of Series A Preferred or Series B Preferred, (4) the issuance of
Common Stock Derivatives or shares of Common Stock to employees, directors or consultants of the
Corporation or its subsidiaries pursuant to management or director incentive plans or stock
compensation plans as in effect on or prior to the Original Issue Date or approved by the
affirmative vote of a majority of the Board after the Original Issue Date, including any
employment, severance or consulting agreements, or the issuance of shares of Common Stock upon the
exercise of such Common Stock Derivative, (5) the issuance of shares of Common Stock as
consideration for an arm’s-length acquisition of a business or assets from a Third Party or Third
Parties that is approved by holders of a majority of the Voting Stock (on an as-converted basis) in
accordance with the requirements under the Charter and the Corporation’s By-Laws and applicable
law, or (6) the issuance of shares of Common Stock pursuant to any plan providing for the
reinvestment of dividends or interest payable on securities of the Corporation and the investment
of additional optional amounts in Common Stock under such plan.



               (C) Board Adjustment to Conversion Price. Anything in this Section 5(h) to
the contrary notwithstanding, the Corporation may, to the extent permitted by law, make such
reductions in the Conversion Price, in addition to those
required by this Section 5(h), as the Board in its good faith discretion determines to
be necessary in order that any subdivision of shares, reclassification or combination of



7









 




shares,
distribution of Common Stock Derivatives, or a distribution of other assets (other than cash
dividends) hereafter made by the Corporation to its stockholders will not be taxable. Whenever the
Conversion Price is so decreased, the Corporation will mail to holders of record of shares of
Series A Preferred and Series B Preferred a notice of the decrease at least 5 days before the date
the decreased Conversion Price takes effect, and such notice will state the decreased Conversion
Price and the period it will be in effect.




               (D) Other Capital Stock. In the event that, at any time as a result of the provisions
of this Section 5(h), a holder of shares of Series A Preferred or Series B Preferred
becomes entitled to receive any shares of Capital Stock of the Corporation other than Common Stock
upon subsequent conversion, the number of such other shares so receivable upon conversion will
thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions contained herein.



               (E) Effect of Adjustment. In the event that, at any time after the Original Issue
Date, any adjustment is made to the Conversion Price pursuant to this Section 5, such
adjustment to the Conversion Price will be applicable with respect to all then outstanding shares
of Series A Preferred and Series B Preferred and all shares of Series A Preferred or Series B
Preferred issued after the date of the event causing such adjustment to the Conversion Price.



               (F) Adjustment Deferral. In any case in which Section 5(h) provides that an
adjustment becomes effective from and after a record date for an event, the Corporation may defer
until the occurrence of such event (1) issuing to the holder of any shares of Series A Preferred or
Series B Preferred converted after such record date and before the occurrence of such event the
additional shares of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the shares of Common Stock issuable upon such conversion
before giving effect to such adjustment and (2) paying to such holder any amount of cash in lieu of
any fraction pursuant to Section 5(g).



               (G) Other Limits on Adjustment. There will be no adjustment of the Conversion Price
in the event of the issuance of any shares of the Corporation in a reorganization, acquisition or
other similar transaction, except as specifically set forth in this Section 5.



               (H) Abandoned Events and Expired Common Stock Derivatives. If the Corporation takes a
record of the holders of its Common Stock for the purpose of entitling them to receive a dividend
or other distribution, and thereafter and before the distribution to stockholders legally abandons
its plan to pay or deliver such dividend or distribution, then thereafter any adjustment in the
Conversion Price granted by this Section 5(h) will, as and if necessary, be readjusted at
the time of such abandonment to the Conversion Price that would have been in effect if no
adjustment had been made
(taking proper account of all other conversion adjustments under this Section
5(h)); provided, however, that such readjustment will not affect the Conversion
Price of any



8









 




shares of Series A Preferred or Series B Preferred that have been converted prior to
such abandonment. If any Common Stock Derivatives referred to in this Section 5(h) in
respect of which an adjustment has been made expire unexercised in whole or in part after the same
have been distributed or issued by the Corporation, the Conversion Price will be readjusted at the
time of such expiration to the Conversion Price that would have been in effect if no adjustment had
been made on account of the distribution or issuance of such expired Common Stock Derivatives
(taking proper account of all other conversion adjustments under this Section 5(h));
provided, however, that such readjustment will not affect the Conversion Price of any
shares of Series A Preferred or Series B Preferred that have been converted prior to such
expiration.




               (I) Participation in Dividends. Notwithstanding anything herein to the contrary, no
adjustment to the Conversion Price will be made under Section 5(h)(ii) to the extent that
the holders of Series A Preferred or Series B Preferred, as applicable, participate in any such
distribution on an as-converted basis based on the number of shares of Common Stock into which such
shares are then convertible.



               (J) Pre-Conversion Price Determination Time Events. No adjustment will be made to the
Conversion Price for events occurring prior to the determination of the Conversion Price in
accordance with Section 5(a) (the “Conversion Price Determination Time”), whether
or not they would otherwise result in an adjustment to the Conversion Price pursuant to this
Section 5(h); provided, however, that the Corporation will not take any
actions that, but for this Section 5(h)(iv)(J), would have resulted in an adjustment of the
Conversion Price prior to the Conversion Price Determination Time pursuant to this Section
5(h) without the written consent of the Required Holders.



     (i) Fundamental Changes. In the event that any transaction or event (including,
without limitation, any merger, consolidation, sale of assets, tender or exchange offer,
reclassification, compulsory share exchange or liquidation) occurs in which all or substantially
all of the outstanding Common Stock is converted into or exchanged for stock, other securities,
cash or assets (each, a “Fundamental Change”), the holder of each share of Series A
Preferred and each share of Series B Preferred outstanding immediately prior to the occurrence of
such Fundamental Change which remains outstanding thereafter, if any, will have the right upon any
subsequent conversion to receive (but only out of legally available funds, to the extent required
by applicable law) the kind and amount of stock, other securities, cash and assets that such holder
would have received if such share had been converted immediately prior thereto (assuming such
holder failed to exercise his rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such Fundamental Change). Such adjustment will be made
successively whenever any event listed above occurs. No adjustment will be made pursuant to
Section 5(i) in respect of any Fundamental Change as to which an adjustment to the
Conversion Price was made pursuant to Section 5(h).



     (j) Notice of Certain Events. If, subject to the limitations set forth in Section
3 hereof:



9









 





          (i) the Corporation declares (A) any dividend (or any other distribution) on Common Stock,
other than a dividend payable in shares of Common Stock, or (B) any extraordinary dividend or
distribution on any Junior Stock (excluding any regularly scheduled dividends paid in accordance
with the terms thereof);



          (ii) there is any recapitalization or reclassification of the Common Stock (other than an
event to which Section 5(h) hereof applies) or any consolidation or merger to which the
Corporation is a party and for which approval of any stockholders of the Corporation is required,
or a share exchange or self-tender offer by the Corporation for all or substantially all of its
outstanding Common Stock or the sale or transfer of all or substantially all of the assets of the
Corporation as an entirety or any compulsory share exchange affecting the Common Stock; or



          (iii) there occurs a Liquidation;


then the Corporation will cause to be filed with the Transfer Agent and will cause to be mailed to
the holders of the outstanding shares of Series A Preferred and Series B Preferred at the addresses
of such holders as shown on the stock books of the Corporation, as promptly as possible, but at
least ten Business Days prior to the applicable date hereinafter specified and no later than when
notice is first mailed or sent to the holders of Common Stock, a notice stating (A) the date on
which a record is to be taken for the purpose of such dividend, distribution or grant, or, if a
record is not to be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or grant are to be determined or (B) the date on which such
reclassification, consolidation, merger, share exchange, self-tender offer, sale, transfer or
Liquidation is expected to become effective, and the date as of which it is expected that holders
of Common Stock of record will be entitled to exchange their shares of Common Stock for securities
or other property, if any, deliverable upon such reclassification, consolidation, merger, share
exchange, self-tender offer, sale, transfer or Liquidation. Failure to give or receive such notice
or any defect therein will not affect the legality of validity of the proceedings described in this
Section 5.




     (k) Sufficient Shares of Common Stock. The Corporation covenants that it will at all
times reserve and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock, solely for the purpose of effecting conversion of
the Series A Preferred and Series B Preferred, the full number of shares of Common Stock
deliverable upon the conversion of all outstanding shares of Series A Preferred and Series B
Preferred not theretofore converted. For purposes of this Section 5(k), the number of
shares of Common Stock that are deliverable upon the conversion of all such outstanding shares will
be computed as if at the time of computation all such outstanding shares were held by a single
holder.



     (l) Compliance with Laws. Prior to the delivery of any securities that the
Corporation is obligated to deliver upon conversion of shares of Series A Preferred or Series B
Preferred, the Corporation will use its best efforts to comply with all federal and



10









 




state laws and
regulations thereunder requiring the registration of such securities with, or any approval of or
consent to the delivery thereof by, any governmental authority.




     (m) Officer’s Certificate. As promptly as practicable following the Conversion Price
Determination Time, the Corporation will promptly file with the Transfer Agent, and cause to be
delivered to each holder of Series A Preferred and each holder of Series B Preferred, a certificate
signed by the principal financial or accounting officer of the Corporation, setting forth the
determination of the initial Conversion Price, the Distributable Market Equity Value Per Share and
the Mandatory Conversion Trigger Price. Thereafter whenever the applicable Conversion Price is
adjusted pursuant to this Section 5, the Corporation will promptly file with the Transfer
Agent, and cause to be delivered to each holder of Series A Preferred and each holder of Series B
Preferred, a certificate signed by the principal financial or accounting officer of the
Corporation, setting forth in reasonable detail the event requiring the adjustment and the method
by which such adjustment was calculated (including a description of the basis of the determination
of the Current Market Price and/or Fair Market Value, as applicable) and specifying the new
applicable Conversion Price. In the event of a Fundamental Change pursuant to Section
5(i), such a certificate will be issued describing the amount and kind of stock, securities,
property or assets or cash receivable upon conversion of the Series A Preferred and Series B
Preferred after giving effect to the provisions of such Section 5(i).



     (n) Errors. The Board will have the power to resolve any ambiguity or correct any
error in Section 5, and its action in doing so will be final and binding and conclusive.



     (o) No Increase. Notwithstanding anything herein to the contrary, the Conversion
Price will in no event be increased pursuant to Section 5(h)(iii).



     6. Voting Rights. (a) General. Subject to the terms of the Shareholders
Agreement, holders of shares of Series A Preferred and Series B Preferred will have one vote for
each share of Common Stock into which such share of Series A Preferred or Series B Preferred, as
applicable, could be converted at the Conversion Price at the record date for determination of the
stockholders entitled to vote, or, if no such record date is established, at the date such vote is
taken or any written consent of stockholders is solicited by the Corporation. Except as required
by law, by the terms of any agreement to which the Corporation and holders of Series A Preferred or
Series B Preferred, as applicable, are a party or as otherwise set forth in this Section 6,
such holders will have full voting rights and powers equal to the voting rights and powers of the
holders of Common Stock, and will be entitled to vote, together with holders of Common Stock and
not by classes, with respect to any and all matters upon which holders of Common Stock have the
right to vote. Fractional votes by the holders of Series A Preferred and Series B Preferred will
not be permitted, and any fractional voting rights (after aggregating all shares into which shares
of Series A Preferred or
Series B Preferred, as applicable, held by each holder could be converted) will be
disregarded.



11









 





     (b) Without limiting Article III of the Shareholders Agreement, beginning with the
Corporation’s first annual meeting of stockholders following the Original Issue Date, for as long
as shares of Series A Preferred having an aggregate Series A Liquidation Preference of at least
$125 million are owned by the Initial Series A Purchasers, the Board will consist of nine members,
elected as follows:



          (i) The holders of shares of the Series A Preferred will be entitled, voting as a separate
class, to elect three directors at each meeting of stockholders held for the purpose of electing
directors, at least one of whom will be an Independent Director.



               (A) In case of any removal, either with or without cause, of a director elected by the holders
of the shares of Series A Preferred, the holders of the shares of Series A Preferred will be
entitled, voting as a separate class either by written consent or at a special meeting or next
regular meeting, to elect a successor to hold office for the unexpired term of the director who has
been removed.



               (B) (1) In case of such removal, an officer of the Corporation may call, and, upon written
request of the Initial Series A Purchasers, addressed to the Secretary of the Corporation, will
call a special meeting of the holders of shares of Series A Preferred. Such meeting will be held
at the earliest practicable date upon the notice required for annual meetings of stockholders at
the place for holding annual meetings of stockholders of the Corporation, or, if none, at a place
designated by the Board. Notwithstanding the provisions of this Section 6(b)(i)(B)(1), no
such special meeting will be called during a period within the 120 days immediately preceding the
date fixed for the next annual meeting of stockholders in which such case, the election of
directors pursuant to Section 6(b)(i) will be held at such annual meeting of stockholders.



                      (2) At any meeting held for the purpose of electing
directors at which the holders of shares
of Series A Preferred voting separately as one class have the right to elect directors as provided
herein, the presence in person or by proxy of the holders of more than 50% of the then-outstanding
shares of the Series A Preferred will be required and will be sufficient to constitute a quorum of
such class for the election of directors by such class.



          (ii) The remaining directors will be elected by holders of shares of Common Stock and any
other class of Capital Stock entitled to vote in the election of directors (including the Series A
Preferred and Series B Preferred) (together the “Voting Stock”), voting together as a
single class at each meeting of stockholders held for the purpose of electing directors.



               (A) In case of any removal, either with or without cause, of a director elected by the holders
of the Voting Stock, the holders of the shares of Voting
Stock will be entitled, voting together as a class either by written consent or at a special
meeting or next regular meeting, to elect a successor to hold office for the unexpired term of the
director who has been removed.



12









 





               (B) (1) In case of such removal, an officer of the Corporation may call, and, upon written
request of the holders of at least 25% of the outstanding shares of Voting Stock, addressed to the
Secretary of the Corporation, will call a special meeting of the holders of Voting Stock. Such
meeting will be held at the earliest practicable date upon the notice required for annual meetings
of stockholders at the place for holding annual meetings of stockholders of the Corporation, or, if
none, at a place designated by the Board. Notwithstanding the provisions of this Section
6(b)(ii)(B)(1), no such special meeting will be called during a period within the 120 days
immediately preceding the date fixed for the next annual meeting of stockholders in which such
case, the election of directors pursuant to Section 6(b)(ii) will be held at such annual
meeting of stockholders.



                      (2) At any meeting held for the purpose of electing
directors at which the holders of Voting
Stock voting together as one class have the right to elect directors as provided herein, the
presence in person or by proxy of the holders of more than 50% of the then-outstanding shares of
Voting Stock will be required and will be sufficient to constitute a quorum of such class for the
election of directors by such class.



               (C) In case of any vacancy (other than by removal) in the office of a director elected by the
holders of Voting Stock, the vacancy may only be filled by the remaining directors of the Board.



     (c) Election of Directors Upon Dividend Default. If at any time the equivalent of six
quarterly dividends payable on the shares of Series A Preferred or Series B Preferred or any other
class or series of Parity Stock are accrued and unpaid (whether or not consecutive and whether or
not declared), then, immediately prior to the next annual meeting of stockholders or special
meeting of stockholders, the total number of directors constituting the entire Board will
automatically be increased by two and, in each case, the holders of all outstanding shares of
Series A Preferred, Series B Preferred and any Parity Stock having similar voting rights then
exercisable, voting separately as a single class without regard to series, will be entitled to
elect at such meeting of the stockholders of the Corporation two directors to serve until all
dividends accumulated and unpaid on any such voting shares have been paid. The term of office of
all such directors will terminate immediately upon payment in full of all accrued but unpaid
dividends and upon such termination the total number of directors constituting the entire Board
will be reduced by two. Shares held by the Corporation or any entity controlled by the Corporation
will have no vote in any such vote. Notwithstanding the foregoing, the number of directors to be
elected pursuant to this Section 6(c) will be reduced to zero in the event that the holders
of Series A Preferred are entitled to elect directors pursuant to Section 6(b)(i) at such
time; provided, however, that such number will be increased back to two pursuant to
this Section 6(c) effective immediately upon the termination of the right of the holders of
Series A Preferred to elect directors
pursuant to Section 6(b)(i) unless at such time all accumulated and unpaid dividends
have been paid.



     (d) No holder of Series A Preferred or Series B Preferred may receive any compensation or
remuneration of any kind (from the Corporation or from any other





13












 




Person) in connection with the exercise or non-exercise of any voting or other rights under
any provision of this Certificate.




     7. Preemptive Rights. Except as otherwise expressly provided in the Shareholders
Agreement, no holder of any shares of Series A Preferred or Series B Preferred will have any
preemptive right to acquire any shares of unissued Capital Stock of the Corporation, now or
hereafter authorized, or any treasury shares or securities convertible into such shares or carrying
a right to subscribe to or acquire such shares of capital stock.



     8. Transferability. (a) Subject to Section 8(c), during the six-month period
following the Original Issue Date (the “Transfer Prohibition Period”), no holder of shares
of Series A Preferred or Series B Preferred may (i) sell, assign, transfer, pledge, hypothecate or
otherwise encumber or dispose of in any way all or any part of an interest in (“Transfer”)
such holder’s Series A Preferred or Series B Preferred, as applicable, or (ii) convert any such
shares into Common Stock pursuant to Section 5; provided, however, that
nothing in this Section 8(a) will prohibit a holder from Transferring Series A Preferred or
Series B Preferred to a Permitted Transferee of such holder.



     (b) Subject to Section 8(c), during the 30-month period commencing immediately upon
the end of the Transfer Prohibition Period, the Initial Series A Purchasers may not (i) Transfer to
any Person or (ii) convert into shares of Common Stock pursuant to Section 5, shares of
Series A Preferred having, collectively (calculated as the sum of all such Transfers and/or
conversions during the Transfer Prohibition Period), an aggregate Series A Liquidation Preference
(determined as of the time of Transfer and/or conversion) of more than $125 million;
provided, however, that nothing in this Section 8(b) will prohibit the
Initial Series A Purchasers from Transferring Series A Preferred to a Permitted Transferee of such
holder (and such a Transfer will not be counted for purposes of this Section 8(b)).



     (c) The restrictions on Transfer set forth in Sections 8(a) and (b) will
automatically terminate upon any (i) Bankruptcy Event relating to the Corporation, (ii) Company
Sale to a Third Party, or (iii) underwritten public offering of any Common Stock for cash (other
than in connection with an acquisition of assets, a company or a business by the Corporation or one
of its subsidiaries in a transaction approved by the Board) pursuant to an effective registration
statement (other than a registration statement on Form S-4 or S-8 or any similar form) filed under
the Securities Act, unless the holders of Series A Preferred or Series B Preferred, as applicable,
are given the opportunity to sell securities in such public offering on the basis of their Pro Rata
Amounts.



     (d) Each certificate representing Series A Preferred or Series B Preferred issued to any
holder will bear a legend on the face thereof substantially to the following effect (with such
additions thereto or changes therein as the Corporation may be advised by counsel are required by
law (the “Legend”)):



14









 






     “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER
RESTRICTIONS CONTAINED IN THE CERTIFICATE OF DESIGNATION RELATING TO SUCH SHARES, A COPY OF
WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO SALE, ASSIGNMENT, TRANSFER, PLEDGE,
HYPOTHECATION OR OTHER ENCUMBRANCE ON OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH CERTIFICATE OF
DESIGNATION.”




     “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE
BEEN REGISTERED UNDER THAT ACT OR ANY OTHER APPLICABLE LAW OR AN EXEMPTION FROM REGISTRATION
IS AVAILABLE.”



     The Legend will be removed by the Corporation by the delivery of substitute certificates
without such Legend in the event of the termination of the restrictions contained in this
Section 8 pursuant to the terms of hereof; provided, however, that the
second paragraph of such Legend will only be removed if at such time a legal opinion from counsel
to the transferee is obtained to the effect that such legend is no longer required for purposes of
applicable securities laws.



     (e) In the event of any purported Transfer not made in compliance with this Section 8,
such purported Transfer will be void and of no effect and the Corporation will not give effect to
such Transfer. The Corporation will be entitled to treat the prior owner as the holder of any such
securities not Transferred in accordance with this Section 8.



     (f) In no event will any holder of Series A Preferred or Series B Preferred engage in any
short sales of Common Stock, any transactions involving options (including exchange-traded
options), puts, calls or other derivatives involving securities of the Corporation or any other
transactions of any type that would have the effect of providing such holder with any other
economic gain in the event of a decrease in the Current Market Price, unless such holder has
entered into a market marker agreement with the Corporation (or its predecessor) and Centerbridge,
in the form annexed to the Investment Agreement, dated as of July 26, 2007, by and among
Centerbridge, CBP Parts Acquisition Co. LLC, a newly formed Delaware limited liability company, and
the Corporation as Exhibit H.



     9. Deregistration. For as long as any shares of Series A Preferred or Series B
Preferred are outstanding, the Corporation will not voluntarily take any action to deregister or
suspend the registration of its Common Stock under Section 12 or 15 of the Exchange Act.



     10. No Reissuance. Shares of Series A Preferred or Series B Preferred that have been
issued and reacquired in any manner, including shares purchased,



15









 







redeemed, converted or exchanged, may not be reissued as shares of Series A Preferred or
Series B Preferred and will (upon compliance with applicable law) have the status of authorized and
unissued shares of Preferred Stock undesignated as to series and may be redesignated and reissued
as part of any series of Preferred Stock; provided, however, that so long as any
shares of Series A Preferred or Series B Preferred are outstanding, any issuance of such shares
must be in compliance with the terms hereof in respect of the applicable series of such shares.
Upon any such reacquisitions, the number of shares of Series A Preferred or Series B Preferred, as
applicable, authorized pursuant to the Charter and this Certificate will be reduced by the number
of shares so acquired.



     11. Transfer Agent. The duly appointed Transfer Agent for the Series A Preferred and
Series B Preferred will be [___]. The Corporation may, in its sole discretion, remove the
Transfer Agent in accordance with the agreement between the Corporation and the Transfer Agent as
long as the Corporation will appoint a successor transfer agent who will accept such appointment
prior to the effectiveness of such removal.



     12. Currency. All shares of Series A Preferred and Series B Preferred will be
denominated in U.S. currency, and all payments and distributions thereon or with respect thereto
will be made in U.S. currency. All references herein to “$” refer to the U.S. currency.



     13. Definitions. In additions to terms defined elsewhere in this Certificate, the
following terms have the following meanings:



     “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by, or is under common
control with, another Person. For purposes of this definition, the terms “control,” “controlling,”
“controlled by” and “under common control with,” as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.



     “Bankruptcy Event” means the voluntary or involuntary commencement of a case or other
proceeding against a Person seeking the liquidation, reorganization, debt arrangement, dissolution,
winding up or composition or readjustment of debts of such Person, the appointment of a trustee,
receiver, custodian, liquidator, assignee or the like for such Person of all or substantially all
of its assets, or any similar action with respect to such Person, whether judicial or non-judicial
or under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or
adjustment of debts; provided, however, that in no event will a Bankruptcy Event be
deemed to have occurred as a result of any internal corporate or other restructuring or
reorganization of such Person.



     “Board” means the Board of Directors of the Corporation; where any consent, approval
or action is required by the Board hereunder and the authority of the Board with respect to such
consent, approval or action has been delegated to a committee of



16









 







the Board, in accordance with applicable law, the consent, approval or action by such
committee will satisfy such requirement for purposes hereof.



     “Business Day” means any day other than a Saturday, Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or executive order to
close.



     “Capital Stock” means (a) with respect to any Person that is a corporation or company,
any and all shares, interests, participations or other equivalents (however designated) of capital
or capital stock of such Person and (b) with respect to any Person that is not a corporation or
company, any and all partnership or other equity interests of such Person.



     “Centerbridge” means Centerbridge Capital Partners, L.P., a Delaware limited
partnership.



     “Certificate” means this Certificate of Designation of 4.0% Series A Convertible
Preferred Stock and 4.0% Series B Convertible Preferred Stock.



     “Charter” means the Corporation’s Restated Certificate of Incorporation, as it may be
amended from time to time.



     “Closing Sale Price” when used with reference to shares of the Common Stock or other
securities on any date, means the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the NYSE or, if the shares of Common Stock or other applicable
security are not listed or admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal
national securities exchange on which the shares of Common Stock or other security are listed or
admitted to trading or, if the shares of Common Stock or other security are not listed or admitted
to trading on any national securities exchange, the average of the last quoted high bid and low
asked prices in the over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System or such other system then in use, or, if on any such date
the shares of Common Stock or other security are not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a professional market maker making a market in
the Common Stock or other security, as selected by the Board (any such applicable exchange or
market referred to above, the “Corporation’s Principal Exchange”).



     “Common Stock” means the common stock, par value $0.01 per share, of the Corporation
and any shares or Capital Stock for or into which such common stock hereafter is exchanged,
converted, reclassified or recapitalized by the Corporation or pursuant to an agreement to which
the Corporation is a party.



17









 





     “Common Stock Derivative” means any option, right, warrant or security of the
Corporation which is convertible into or exercisable or exchangeable for Common Stock of the
Corporation.



     “Common Stock Outstanding” means all shares of Common Stock issued and outstanding as
of the applicable time plus the number of shares issuable upon conversion or exercise of
all outstanding Common Stock Derivatives (including the Series A Preferred and the Series B
Preferred) as of the applicable time.



     “Company Sale” means any merger, consolidation, business combination, reorganization
or recapitalization of the Corporation that results in the transfer of 50% or more of the
outstanding voting power of the Corporation, any sale, lease or other disposition of all or
substantially all of the assets of the Corporation and its subsidiaries (on a consolidated basis),
or any other form of corporate reorganization in which 50% or more of the outstanding shares of any
class or series of Capital Stock of the Corporation are exchanged for or converted into cash,
securities or property of another business organization.



     “Conversion Price” means an amount equal to 0.83 (the “Discount Factor”)
multiplied by the Distributable Market Equity Value Per Share (rounded up to the nearest cent).



     “Current Market Price” when used with reference to shares of Common Stock or other
securities on any date, means the average of the Closing Sale Price for the 30 consecutive Trading
Days immediately prior to such date; provided, however, (a) if on any such date no
market maker is making a market in the Common Stock or such other security so that there is no
Closing Sale Price, then the Current Market Price of such Common Stock or other security will be
valued using clause (a) of the definition of “Fair Market Value” below, as if it were an “asset”
thereunder, and (b) that in the event that the Current Market Price is determined during a period
following the announcement by the Corporation or other issuer of the applicable securities of (i) a
dividend or distribution on such Common Stock or such other securities payable in shares of such
Common Stock or securities convertible into shares of such Common Stock or securities, or (ii) any
subdivision, combination or reclassification of such Common Stock or other securities, and prior to
the expiration of the requisite 30 Trading Day period set forth above, then, and in each such case,
the Current Market Price will be properly adjusted to take into account ex-dividend trading.



     “Debt/Interest” means an amount equal to the sum of net debt of the Corporation
(defined as funded debt plus the average outstanding revolver balance pursuant to the Corporation’s
five-year business plan net of cash as of the Original Issue Date) and the value of minority
interests of the Corporation as of the Original Issue Date.



     “Distributable Market Equity Value Per Share” means a per share value equal to the
20-Trading Day volume weighted average sale price (rounded to the nearest 1/10,000) of the Common
Stock on the Corporation’s Principal Exchange, as reported by Bloomberg Financial Markets (or such
other source as the Corporation may



18









 







reasonably determine) and determined using the 22 Trading Days beginning on and including the
first Business Day after the Original Issue Date (disregarding the Trading Days during such period
having the highest and lowest volume weighted average sale price (as so determined));
provided, however, that, as of immediately following the Conversion Price
Determination Time, the Distributable Market Equity Value Per Share shall result in the holders of
the Series A Preferred and the Series B Preferred owning, on an as-converted, fully diluted basis,
no less than the Preferred Ownership Floor of the Fully Diluted Shares on account of the Preferred
Stock, and no more than Preferred Ownership Ceiling of the Fully Diluted Shares on account of the
Preferred Stock.



     “Dividend Payment Date” means the first day of March, June, September and December;
provided, however, that if any Dividend Payment Date falls on any day other than a
Business Day, the dividend payment due on such Dividend Payment Date will be paid on the Business
Day immediately following such Dividend Payment Date.



     “Dividend Periods” means the quarterly dividend periods commencing on and including
the first day of March, June, September and December of each year and ending on and including the
date before the next Dividend Payment Date of such year, respectively (other than the initial
Dividend Period, which will commence on the Original Issue Date and end on and include the date
before the first Dividend Payment Date after the Original Issue Date).



     “Dividend Record Date” means, with respect to a Dividend Payment Date, the close of
business on the 15th calendar day prior thereto, or such other record date, not more
than 60 days and not less than 10 days preceding the applicable Dividend Payment Date, as may be
fixed by the Board.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Fair Market Value” means, with respect to any (a) asset, other than a security, the
amount that a willing buyer would pay an unaffiliated willing seller in an arm’s-length transaction
to acquire ownership of such asset, with neither being under any compulsion to buy or sell, and
both having reasonable knowledge of all relevant facts and taking into account all relevant
circumstances and information, including market treatment of similar businesses, historical
operating results and projections for future periods, as determined in good faith by the Board, or
(b) security, the Current Market Price thereof.



     “Floor/Ceiling Mechanism” means the Preferred Ownership Floor and the Preferred
Ownership Ceiling, adjusted in accordance with the following chart to the extent the Debt/Interest
is an amount other than $525 million in accordance with the following chart:



19









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Preferred	 	 	 	 	 	Preferred
	 	 	Ownership	 	 	 	 	 	Ownership
	Debt/Interest	 	Ceiling	 	Debt/Interest	 	Floor
	425
	 	 	34.9	%	 	 	425	 	 	 	31.0	%
	475
	 	 	35.6	%	 	 	475	 	 	 	31.5	%
	525
	 	 	36.3	%	 	 	525	 	 	 	32.0	%
	575
	 	 	37.0	%	 	 	575	 	 	 	32.5	%
	625
	 	 	37.7	%	 	 	625	 	 	 	33.1	%
	675
	 	 	38.5	%	 	 	675	 	 	 	33.7	%
	725
	 	 	39.2	%	 	 	725	 	 	 	34.3	%
	775
	 	 	40.1	%	 	 	775	 	 	 	34.9	%
	825
	 	 	40.9	%	 	 	825	 	 	 	35.6	%





To the extent Debt/Interest either is less than $425 million or exceeds $825 million, the Preferred
Ownership Ceiling and Preferred Ownership Floor will be adjusted ratably based on the chart above
and the calculations therein.




     “Fully Diluted Shares” means a number of shares of Common Stock equal to the sum of
(a) the number of shares of Common Stock issued and outstanding on the Issue Date plus (b)
a number equal to the quotient of (i) the sum of (A) the aggregate Series A Liquidation Preference
plus (B) the aggregate Series B Liquidation Preference divided by (ii) the Conversion
Price.



     “Independent Director” means a director of the Corporation who qualifies as an
“independent director” of the Corporation under (a) New York Stock Exchange (“NYSE”) Rule
303A(2), as such rule may be amended, supplemented or replaced from time to time
(“303A(2)”), or (b) if the Corporation is listed or quoted on another securities exchange
or quotation system that has an independence requirement, the comparable rule or regulation of such
securities exchange or quotation system on which the Common Stock is listed or quoted (whether by
final rule or otherwise). In addition, in order for a director designated by an Initial Series A
Purchaser to be deemed to be an “Independent Director,” such director would also have to be
considered an “independent director” of each of the Initial Series A Purchasers under 303A(2),
assuming for this purpose that (i) such director were a director of the Initial Series A Purchaser
(whether or not such director actually is or has been a director of the Initial Series A Purchaser)
and (ii) the Initial Series A Purchasers are each deemed to be a NYSE listed company.



     “Initial Series A Purchasers” means Centerbridge, Centerbridge Capital Partners
Strategic, L.P., a Delaware limited partnership, and Centerbridge Capital Partners SBS, L.P., a
Delaware limited partnership, and any Permitted Transferee thereof, but only to the extent that
such Permitted Transferee is a corporation or other organization, whether incorporated or
unincorporated, of which any Initial Series A Purchaser directly or indirectly owns or controls
100% of the securities or other interests having by their
terms ordinary voting power to elect the board of directors (or others performing similar
functions) of such corporation or other organization.



     “Issue Date” means, with respect to a share of Series A Preferred or Series B
Preferred, the date on which such share is issued and sold by the Corporation.



20









 





     “Liquidation Preference” means, as applicable, the Series A Liquidation Preference or
the Series B Liquidation Preference.



     “Original Issue Date” means effective date of the Plan, which is the date of the
original issuance of shares of Series A Preferred and Series B Preferred.



     “Permitted Transferee” means, with respect to any holder of Series A Preferred or
Series B Preferred, an Affiliate of such holder that acknowledges the transfer restrictions set
forth in Section 8 and agrees to be bound by any agreements to which such holder is a party
with respect to its ownership of Series A Preferred or Series B Preferred, as applicable, to the
same extent it would be bound if it were an original party thereto as evidenced by documentation
satisfactory to the Corporation in its sole discretion.



     “Person” means any individual, firm, corporation, partnership, limited partnership,
limited liability company, joint venture, association, trust, unincorporated organization or other
entity, and will include a “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange
Act), as well as any successor (by merger or otherwise) of any such Person.



     “Plan” means the joint plan of reorganization filed by Dana Corporation and its debtor
subsidiaries with the United States Bankruptcy Court for the Southern District of New York on
                     ___, 2007, as such joint plan may be amended.



     “Preferred/Common Equity Value” means total enterprise value of the Corporation minus
the Debt/Interest.



     “Preferred Equity Value” means an amount equal to (a) the sum of (i) the Series A
Liquidation Preference multiplied by the number of shares of the Series A Preferred and (ii) the
Series B Liquidation Preference multiplied by the number of shares of the Series B Preferred (b)
divided by the Discount Factor.



     “Preferred Ownership Ceiling” means an amount equal to the Preferred Equity Value
divided by the Preferred/Common Equity Value (assuming for this purpose that “total enterprise
value” is $3.15 billion), which shall be 36.3% (assuming Debt/Interest equals $525 million),
subject to the Floor/Ceiling Mechanism.



     “Preferred Ownership Floor” means an amount equal to the Preferred Equity Value
divided by the Preferred/Common Equity Value (assuming for this purpose that “total enterprise
value” is $3.5 billion), which shall be 32.0% (assuming Debt/Interest equals $525 million), subject
to the Floor/Ceiling Mechanism.



     “Preferred Stock” means the Corporation’s authorized Preferred Stock, par value $0.01
per share.



     “Pro Rata Amounts” means, on the date of determination, with respect to any holder of
Preferred Stock, the quotient obtained by dividing (a) the aggregate number of shares of
Common Stock issuable upon conversion of the shares of Series A Preferred



21









 







or Series B Preferred, as
applicable, held by such holder on such date by (b) the aggregate number of shares of
Common Stock Outstanding.



     “Required Holders” means holders of shares of Series A Preferred having a Liquidation
Preference of at least 50% of the Series A Liquidation Preference of shares of Series A Preferred
that are outstanding at such time.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Series A Liquidation Preference” means $100.00 per share, as adjusted from time to
time for Series A Preferred stock splits, stock dividends, recapitalizations and the like.



     “Series B Liquidation Preference” means $100.00 per share, as adjusted from time to
time for Series B Preferred stock splits, stock dividends, recapitalizations and the like.



     “Series A Nominating Committee” means a committee of the Board that consists of three
directors, two of whom will be chosen by the Initial Series A Purchasers and one of whom will be
chosen by the Board.



     “Shareholders Agreement” means the Shareholders Agreement among the Corporation and
the Initial Series A Purchasers, as in effect from time to time.



     “set apart for payment” will be deemed to include, without any action by the
Corporation other than the following, the recording by the Corporation in its accounting ledgers of
any accounting or bookkeeping entry which indicates, pursuant to an authorization of dividends or
other distribution by the Board, the allocation of funds or Capital Stock of the Corporation to be
so paid on any series or class of Capital Stock of the Corporation.



     “Third Party” means a Person that is not (a) the Corporation or any of its
subsidiaries or (b) an Affiliate of the Corporation or any of its subsidiaries.



     “Trading Day” means a day on which the principal national securities exchange on which
the shares of Common Stock are listed or admitted to trading is open for the transaction of
business or, if the shares of the Common Stock are not listed or admitted to trading on any
national securities exchange, a Business Day.



     “Transfer Agent” means the transfer agent or agents of the Corporation as may be
designated by the Board or its designee as the transfer agent for the Series A Preferred and Series
B Preferred.



     14. Amendment. No provision of this Certificate may be repealed or amended in any
respect unless such repeal or amendment is approved by the affirmative vote of not less than a
majority of the total voting power of all Voting Stock (on an as-converted basis).



22









 





Exhibit D




SHAREHOLDERS AGREEMENT




     SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of
                     ___, 200_, among Dana
Holding Corporation, a Delaware corporation (the “Company”), Centerbridge Capital Partners,
L.P., a Delaware limited partnership (“Centerbridge”), Centerbridge Capital Partners
Strategic, L.P., a Delaware limited partnership (“Strategic”) and Centerbridge Capital
Partners SBS, L.P. a Delaware limited partnership (“SBS” and, together with Centerbridge,
Strategic any respective Qualified Purchaser Transferee thereof, a “Purchaser”).



     A. Dana Corporation, a Virginia corporation and the predecessor to the Company for certain
Bankruptcy Code purposes (“Dana”), entered into an Investment Agreement, dated as of July
26, 2007, as assigned in full by CBP Parts Acquisition Co. LLC and in part by Centerbridge to
Centerbridge, Strategic and SBS pursuant to the Assignment and Assumption Agreement dated as of
August [21], 2007, (the “Investment Agreement”), with Centerbridge, each Purchaser and the
other parties thereto, pursuant to which, among other things, on the terms and subject to the
conditions thereof, each Purchaser has agreed to acquire up to 2,500,000 shares of the Company’s
4.0% Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A
Preferred”), and up to 2,500,000 shares of the Company’s 4.0% Series B Convertible Preferred
Stock, par value $0.01 per share (the “Series B Preferred”). The Series A Preferred and
Series B Preferred are convertible into shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”), on the terms set forth in the Certificate (defined below).



     B. The Series A Preferred owned by the Purchasers constitutes 100% of the shares of Series A
Preferred outstanding on the date hereof, and the Series B Preferred owned by the Purchasers
constitutes ___% of the shares of Series B Preferred outstanding on the date hereof. Together, the
shares of Series A Preferred and Series B Preferred owned by the Purchasers constitute ___% of the
shares of the Common Stock outstanding on the date hereof, on an as-converted basis.



     C. The Company and the Purchasers desire to make certain provisions in respect of their
relationship.



     NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:



I. DEFINITIONS




          1.1 Definitions. In addition to the terms defined elsewhere herein, the following
terms have the following meanings when used herein:




          “Affiliate” has the meaning given to such term in the Certificate; provided,
however, that as such term is used in this Agreement, the members of the Investor Group
will not be included as Affiliates of the Company.




 









 








          “Assumption Agreement” means an agreement in writing in substantially the form of
Exhibit B hereto pursuant to which the party thereto agrees to be bound by the terms and
provisions of this Agreement.




          “Bankruptcy Code” means chapter 11 of title 11 of the United States Code.




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




          A Person will be deemed the “beneficial owner” of, and will be deemed to
“beneficially own,” and will be deemed to have “beneficial ownership” of:





     (i) any securities that such Person or any of such Person’s Affiliates is deemed to
“beneficially own” within the meaning of Rule 13d-3 under the Exchange Act, as in
effect on the date of this Agreement and any securities deposited into a trust established
by the Person the sole beneficiaries of which are the shareholders of the Person; and




     (ii) any securities (the “underlying securities”) that such Person or any of
such Person’s Affiliates has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement, arrangement or
understanding (written or oral), or upon the exercise of conversion rights, exchange rights,
rights, warrants or options, or otherwise (it being understood that such Person will also be
deemed to be the beneficial owner of the securities convertible into or exchangeable for the
underlying securities); and




     (iii) any securities beneficially owned by persons that are part of a “group” (within
the meaning of Rule 13d-5(b) under the Exchange Act) with such Person.



          “Board” means the Board of Directors of the Company.




          “Certificate” means the Company’s Certificate of Designation of 4.0% Series A
Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock, in the form attached
hereto as Exhibit A.




          “Chapter 11 Plan” means the joint plan of reorganization filed by Dana and its debtor
subsidiaries with the Bankruptcy Court.




          “Charter” means the Company’s Restated Certificate of Incorporation, as in effect from
time to time, together with the Certificate.




          “Company Sale” has the meaning given to such term in the Certificate.




          “Current Market Price” has the meaning given to such term in the Certificate.




2









 








          “Director Designation Termination Date” means the date on which shares of Series A
Preferred having an aggregate Series A Liquidation Preference of at least $125 million are no
longer owned by the Purchasers.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Fair Market Value” has the meaning given to such term in the Certificate.




          “Financial Ratio Date” means the first date when the
date on which the EBITDAR of the Company (as defined in the Company’s
definitive exit financing agreements) for the applicable fiscal year, based
on the audited financial statements for such fiscal year, exceeds:




          2008: $701 million




          2009: $818 million




          2010: $796 million




          “Indebtedness” means all indebtedness of a Person, including without limitation
obligations for borrowed money, lease financing and indebtedness of another Person guaranteed by
such Person or secured by the assets of such Person.




          “Independent Director” has the meaning given to such term in the Certificate.




          “Investor Group” means each Purchaser and its Affiliates.




          “Person” has the meaning given to such term in the Certificate.




          “Purchaser Designees” means the directors of the Company who were designated for
nomination pursuant to Article III of this Agreement (including the Series A Nominee).




          “Qualified Purchaser Transferee” means an Affiliate of any Purchaser that executes an
Assumption Agreement, but only to the extent that such Qualified Purchaser Transferee is a
corporation or other organization, whether incorporated or unincorporated, of which any Purchaser
directly or indirectly owns or controls 100% of the securities or other interests having by their
terms ordinary voting power to elect the board of directors (or others performing similar
functions) of such corporation or other organization.




          “Representatives” means, with respect to a Person, such Person’s directors, officers,
employees, agents, counsel, consultants, accountants, experts, auditors, examiners, financial
advisors or other representatives, agents or professionals.




          “Series A Liquidation Preference” means $100.00 per share, as adjusted from time to
time in accordance with the Certificate.




          “Subsidiary” means, when used with respect to any Person, any



3









 






corporation or other organization, whether incorporated or unincorporated, of which such
Person directly or indirectly owns or controls more than 50% of the securities or other interests
having by their terms ordinary voting power to elect a majority of the board of directors or others
performing similar functions.




          “Voting Securities” means the Common Stock, all other equity securities entitled to
vote in the election of directors of the Company and all other securities convertible into,
exchangeable for or exercisable for any such securities (whether immediately or otherwise),
including the Series A Preferred and the Series B Preferred.




II. STANDSTILL




          2.1 Limitation During Standstill Period. Subject to Section 2.2, during the period
commencing on the date of this Agreement and ending on the tenth anniversary thereof, no member of
the Investor Group will, and none of its Representatives will on its behalf, publicly propose or
publicly announce or otherwise disclose publicly an intent to propose, or enter into an agreement
with any Person for, singly or with any other Person or directly or indirectly, (a) any form of
business combination, acquisition or other transaction relating to the Company or any of its
Subsidiaries, (b) any form of restructuring, recapitalization or similar transaction with respect
to the Company or any of its Subsidiaries, or (c) any demand, request or proposal to amend, waive
or terminate any provision of this Article II, nor except as aforesaid during such period will any
member of the Investor Group or any of its Representatives on its behalf (i) acquire, or offer,
propose or agree to acquire, by purchase or otherwise, subject to applicable securities laws, any
Voting Securities, (ii) make, or in any way participate in, any solicitation of proxies or votes
with respect to any such Voting Securities (including by the execution of action by written
consent), become a participant in any election contest with respect to the Company or any of its
Subsidiaries, seek to influence any person with respect to any such Voting Securities, make a
shareholder proposal with respect to the Company or its Subsidiaries or demand a copy of any the
Company’s or its Subsidiaries’ lists of shareholders or other books and records, (iii) participate
in or encourage the formation of any partnership, syndicate or other group which owns or seeks or
offers to acquire beneficial ownership of any such Voting Securities or which seeks to affect
control of the Company or any of its Subsidiaries or has the purpose of circumventing any provision
of this Agreement, (iv) otherwise act, alone or in concert with others (including by providing
financing for another person), to seek or to offer to control or influence, in any manner, the
Company’s and its Subsidiaries’ management, board of directors or policies, or (v) make any
proposal or other communication designed to, or which could be reasonably expected to, compel the
Company to make a public announcement thereof in respect of any matter referred to in this Section
2.1.




          2.2 Exceptions. Notwithstanding anything to the contrary set forth in Section 2.1,
nothing in clause (ii) or (iv) of Section 2.1 will limit or affect or be deemed to apply to a
Purchaser Designee’s actions taken in connection with such Purchaser Designee’s service as a
director of the Company, and nothing herein will prohibit any member of the Investor Group from:




4









 









     (a) acquiring the shares of Series A Preferred and Series B Preferred pursuant to the
Investment Agreement and the Chapter 11 Plan, and any Common Stock received upon conversion
thereof (or any dividends or distributions received thereon); or




     (b) acquiring beneficial ownership of any Voting Securities, unless following such
acquisition the Investor Group would beneficially own more than 30% of the Voting Securities
issued and outstanding at such time;




     (c) taking any action with the approval of a majority of the members of the Board who
are not Purchaser Designees; or




     (d) in the event a majority of the members of the Board who are not Purchaser Designees
approves a transaction described in Section 2.1(a) or (b) above, (i) voting to approve such
transaction, subject to the restrictions contained in Section 4.3, and (ii) selling any
securities of the Company owned by the Investor Group in connection with, and pursuant to
the terms of, such transaction.



III. BOARD REPRESENTATION




          3.1 Series A Preferred Directors. (a) The holders of the Series A Preferred have the
director election rights set forth in Section 6(b) and (c) of the Certificate for the time periods
and to the extent set forth therein.




          (b) Beginning with the Company’s first meeting of shareholders to elect directors following
the date hereof (the “Director Designation Commencement Date”), the Company will ensure
that the Purchasers may designate nominees for each of the three directors to be elected by the
Series A Preferred pursuant to Section 6(b)(i) of the Certificate, including following the removal
of any such director. In case of any vacancy (other than by removal) in the office of a Purchaser
Designee, the vacancy will be filled with a designee of the Purchasers by the remaining Purchaser
Designees.




          (c) From and after the Director Designation Termination Date, the Purchasers will cause any
Purchaser Designees to resign promptly after the Company so requests.




          3.2 Series A Nominating Committee. (a) Without limiting Section 3.1(a), beginning
with the Director Designation Commencement Date, at each election of members of the Board, the
Company will use its best efforts to cause a nominating committee (the “Series A Nominating
Committee”) to be constituted. The Company will use its best efforts to (i) cause the Series A
Nominating Committee to consist of three directors and (ii) cause two of the Purchaser Designees
designated by the Purchasers to so serve to sit on such Series A Nominating Committee. The Series
A Nominating Committee will be constituted solely for the purpose of Section 3.2(b) below and will
be a separate committee from the Company’s Nominating Committee.




          (b) Beginning with the Director Designation Commencement Date, the



5









 






Company will use its best efforts to cause the Series A Nominating Committee to be entitled to
nominate one director for election by the holders of the Voting Securities pursuant to Section
6(b)(ii) of the Certificate (a “Series A Nominee”); provided, however,
that, in order for such nomination to be effective, such nomination by the Series A Nominating
Committee must be made unanimously. To the extent the members of the Series A Nominating Committee
are unable to unanimously agree on the identity of a Series A Nominee on or before the latest time
at which the Company can reasonably meet its obligations with respect to printing and mailing a
proxy statement for an annual meeting of Company shareholders, the Board will designate a Committee
of all of the Independent Directors, which Committee will, by a majority vote, select an individual
for such Board seat. Each Series A Nominee will, at all times during his or her service on the
Board, be qualified to serve as a director of the Company under any applicable law, rule or
regulation imposing or creating standards or eligibility criteria for individuals serving as
directors of organizations such as the Company and will be an Independent Director, with the
definition applied as though the Series A Nominee were a “director designated by an Initial Series
A Purchaser.” If at any time, an individual Series A Nominee is not so qualified, such Series A
Nominee will be replaced pursuant to Section 3.2(c).




          (c) Each elected Series A Nominee will serve until his successor is elected and qualified or
until his earlier resignation, retirement, disqualification, removal from office or death. If any
Series A Nominee ceases to be a director of the Company for any reason, the Company will promptly
use its best efforts to cause a person designated by the Series A Nominating Committee to replace
such director.




          3.3 Effectiveness. This Article III (other than Section 3.1(c)) will terminate
without further action on the Director Designation Termination Date.




IV. CERTAIN VOTING RIGHTS




          4.1 Purchaser Approval Rights. The Company may not, and may not permit its
Subsidiaries to, take any of the following actions without each Purchaser’s prior written consent;
provided, however, that if such written consent is withheld by any Purchaser, the
Company may, notwithstanding the withholding of such written consent, take any such actions that
are first approved by the affirmative vote or consent of holders of not less than two-thirds of the
Voting Securities that are not held by each Purchaser or any of its respective Affiliates:





     (a) enter into any transaction with any director or officer of the Company, or any
holder of 10% or more of the Voting Securities outstanding at such time, except for (i)
compensation or incentive arrangements with officers or directors that have been approved by
the Board or Compensation Committee thereof and (ii) transactions that are not material to
the Company;




     (b) issue any security that ranks senior to or on parity with the Series A Preferred
(or the Series B Preferred, if any shares of Series B Preferred are outstanding and owned by
any Purchaser) as to dividend rights and rights on



6









 







liquidation, winding up and dissolution of the Company (including without limitation
additional shares of Series A Preferred or Series B Preferred), or issue any options,
rights, warrants or securities convertible into or exercisable or exchangeable for such
shares; provided, however, that the written consent of any Purchaser will
not be necessary for the Company to authorize or issue any Indebtedness incurred to
refinance, extend, renew, refund, repay, prepay, redeem, defease, exchange or replace
(collectively, “Refinancings”) any Indebtedness of the Company existing at the
applicable time, as long as such Refinancings are (i) on prevailing market terms with
respect to the economics thereof in all material respects and (ii) are on substantially the
same terms (including without limitation with respect to obligors, tenor, security and
ranking) as the Indebtedness to which such Refinancings relate with respect to other terms;




     (c) issue or authorize the issuance of any capital stock of the Company (or rights to
acquire any capital stock of the Company) for a price per share that is less than (A) if
such issuance is for Common Stock or options, rights, warrants or securities of the Company
which are convertible into or exercisable or exchangeable for Common Stock of the Company
(“Common Stock Derivatives”), the Current Market Price for the Common Stock at the
time of such issuance, or (B) if such issuance is for capital stock of the Company or rights
to acquire capital stock of the Company other than Common Stock or Common Stock Derivatives,
the Fair Market Value of such capital stock or rights to acquire such capital;




     (d) (i) amend, alter or repeal any amendment to the Company’s By-Laws that materially
changes the rights of any member of the Investor Group or any Qualified Purchaser Transferee
(in such Person’s capacity as a holder of Series A Preferred) or the Company’s shareholders
generally or (ii) authorize, adopt or approve an amendment to, or repeal any provision of,
the Charter or the Certificate;




     (e) take any action that results in the purchase or redemption by the Company or any
subsidiary of the Company of any equity securities of the Company involving aggregate cash
payments by the Company in excess of $10 million during any 12-month period after the date
hereof; provided, however, that the written consent of any Purchaser will
not be required for (i) the repurchase of any equity securities from any individual whose
employment with the Company is terminated as long as such repurchase is approved by the
Board (by majority vote of all members) or (ii) cashless exercise of, or surrender of shares
for payment of withholding tax in connection with, any option, right, warrant or other
security that is convertible into or exchangeable for Common Stock in accordance with the
terms of its issuance;




     (f) effect a Company Sale;




     (g) voluntarily or involuntarily liquidate, wind up or dissolve; or



7









 






     (h) except pursuant to Section 3(a) of the Certificate, pay or declare any dividend in
cash on any shares of capital stock that ranks junior to or on parity with the Series A
Preferred, including Series B Preferred.



          4.2 Termination of Purchaser Approval Rights. The provisions of Sections 4.1(a), (c),
(d), (e), (f) and (g) will terminate upon the earlier to occur of the (a) third anniversary of the
date hereof and (b) the date on which the Purchasers no longer own shares of Series A Preferred
having an aggregate Series A Liquidation Preference of at $125 million. The provisions of Section
4.1(b) and (h) will terminate upon the earliest to occur of (i) the third anniversary of the date
hereof, (ii) the date on which the Purchasers no longer owns shares of Series A Preferred having an
aggregate Series A Liquidation Preference of at least $125 million, and (iii) the later to occur of
(A) the first anniversary of the date hereof and (B) the Financial Ratio Date.




          4.3 Certain Limitations. Without limiting any other provision hereof, each Purchaser
will, and will cause each other member of the Investor Group to, at any meeting of holders of
Voting Securities, however such meeting is called and regardless of whether such meeting is a
special or annual meeting of shareholders of the Company, or at any adjournment thereof, or in
connection with any written consent of shareholders of the Company, vote, or cause to be voted, the
Investor Group’s Voting Securities in excess of 40% of the issued and outstanding Voting Securities
(the “Voting Threshold”) in the same proportion that the Company’s other shareholders vote
their Voting Securities with respect to any proposal submitted to the Company’s shareholders for a
vote, so that, as a result, the percentage of the Investor Group’s Voting Securities in excess of
the Voting Threshold that are voted in favor of such proposal will equal the percentage of the
outstanding Voting Securities held by all other Company shareholders voted in favor of such
proposal, and the percentage of the Investor Group’s Voting Securities in excess of the Voting
Threshold that are voted against such proposal will equal the percentage of the outstanding Voting
Securities held by all other Company shareholders voted against such proposal.




          4.4 Certain Transactions. Except as expressly contemplated by this Agreement, the
Investment Agreement or the documents referred to herein or therein, without the approval of a
majority of the members of the Board who are not Purchaser Designees, none of the Purchasers or any
of their Affiliates may enter into any transaction or agreement with the Company or any Subsidiary
of the Company or any amendment or waiver of this Agreement.




V. MISCELLANEOUS




          5.1 Notice of Certain Matters. Without limiting Section 8 of the Certificate, if any
Purchaser at any time sells, assigns, transfers, pledges, hypothecates or otherwise encumbers or
disposes of in any way all or any part of an interest in any shares of Series A Preferred (a
“Transfer”), then such Purchaser will, as promptly as practicable but in any event within
five business days of such Transfer, provide notice to the Company in accordance with Section 5.3
stating (a) the date on which such Transfer occurred and (b) the name and contact information of
such Transferee.




8









 








          5.2 Specific Performance. The parties agree that any breach by any of them of any
provision of this Agreement would irreparably injure the Company or the Purchasers, as the case may
be, and that money damages would be an inadequate remedy therefor. Accordingly, the parties agree
that the other parties will be entitled to one or more injunctions enjoining any such breach and
requiring specific performance of this Agreement and consent to the entry thereof, in addition to
any other remedy to which such other parties are entitled at law or in equity.




          5.3 Notices. Any notice or other communication required to be given hereunder will be
in writing and sent by reputable courier service (with proof of service), by hand delivery, or by
email or facsimile (followed on the same day by delivery by courier service (with proof of
delivery) or by hand delivery), addressed as follows:



If to the Company, to:



Dana Holding Corporation

4500 Dorr Street

Toledo, Ohio 43615

Attention: General Counsel and Secretary

Fax: (419) 535-4544



with a copy to:



Jones Day

222 East 41st Street

New York, New York 10017

Attention: Corinne Ball

Email: cball@jonesday.com

Fax: (212) 755-7306



and



Attention: Marilyn W. Sonnie

Email: mwsonnie@jonesday.com

Fax: (212) 755-7306



If to Purchaser, to:



Centerbridge Capital Partners, L.P.

375 Park Avenue, 12th Floor

New York, New York 10152

Attention: Jeffrey Aronson

Email: jaronson@centerbridge.com

Fax: (212) 672-6501



and




9









 







Attention: David Trucano

Email: dtrucano@centerbridge.com

Fax: (212) 672-6501



with a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention: Matthew A. Feldman

Email: mfeldman@willkie.com

Fax: (212) 728-9651



and



Attention: Jeffrey R. Poss

Email: jposs@willkie.com

Fax: (212) 728-9536



or to such other address as any party may specify by written notice so given, and such notice will
be deemed to have been delivered as of the date so emailed, telecommunicated or personally
delivered.




          5.4 Assignment; Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder will be assigned by any party hereto (whether by operation of
law or otherwise) without the prior written consent of the other parties, except that each
Purchaser may transfer any of its rights under Article III or IV to any Qualified Purchaser
Transferee to which it transfers shares of Series A Preferred without violating the restrictions on
transfer of the Series A Preferred set forth in Section 8 of the Certificate; provided,
however, that no Purchaser will dispose of a majority of the voting power of such Qualified
Purchaser Transferee in any transaction or series of transactions unless such shares of Series A
Preferred have been transferred and the rights under this Agreement have been assigned back, in
each case to the original transferor thereof. Subject to this Section 5.4, this Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assign. Notwithstanding anything contained in this Agreement to the contrary, except as
specifically provided in Section 6.5 nothing in this Agreement, expressed or implied, is intended
to confer on any Person other than the parties hereto or, if applicable, any Qualified Purchaser
Transferee or their respective heirs, successors, executors, administrators and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement.




          5.5 Entire Agreement. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings among the parties with respect thereto (including Section 7 of the Confidentiality
Agreement, dated June 1, 2007, between Centerbridge Associates, L.P. and the Company, as amended by
the Confidentiality





10











 




Agreement Amendment, dated June 19, 2007, between Centerbridge Associates, L.P. and the
Company).




          5.6 Amendment. Subject to applicable law and the provisions of Section 3 of Article
VII of the Charter, this Agreement may only be amended by an instrument in writing signed by the
Company and Centerbridge (who will have the authority to bind the Purchasers and all other members
of the Investors Group).




          5.7 Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of Delaware, without regard to its conflict of laws principles.




          5.8 Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered will be an original, but all such
counterparts will together constitute one and the same instrument. Each counterpart may consist of
a number of copies hereof each signed by less than all, but together signed by all of the parties
hereto. A facsimile copy of a signature page will be deemed to be an original signature page.




          5.9 Headings. Headings of the Certificate and Sections of this Agreement are for
convenience of the parties only, and will be given no substantive or interpretive effect
whatsoever.




          5.10 Waivers. Except as provided in this Agreement, no action taken pursuant to this
Agreement, including without limitation any investigation by or on behalf of any party, will be
deemed to constitute a waiver by the party taking such action of compliance with any of the
covenants or agreements contained in this Agreement. The waiver by any party hereto of a breach of
any provision hereunder will not operate or be construed as a waiver of any prior or subsequent
breach of the same or any other provision hereunder. Any party hereto may (a) extend the time for
the performance of any of the obligations or other acts of the other parties hereto and (b) waive
compliance with any of the agreements or conditions contained herein. Any such extension or waiver
will be valid only if set forth in an instrument in writing signed by the party or parties to be
bound thereby.




          5.11 Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, the provision will be interpreted to be only so broad as is
enforceable.




          5.12 Calculation of Beneficial Ownership. Any provision in this Agreement that refers
to a percentage of Common Stock or Voting Securities will be calculated based on the aggregate
number of issued and outstanding securities at the time of such calculation (on an as-converted
basis, in the case of Voting Securities), but




11









 




will not include any such securities issuable upon any options or warrants that are
exercisable for such securities.




          5.13 Jurisdiction; Consent to Service of Process. (a) Each party hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Chancery Court of the State of Delaware located in Wilmington, Delaware or any federal court within
the State of Delaware (as applicable, a “Delaware Court”), and any appellate court from any
such court, in any action, suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby, or for recognition or enforcement of any judgment resulting from
any such suit, action or proceeding, and each party hereby irrevocably and unconditionally agrees
that all claims in respect of any such suit, action or proceeding may be heard and determined in
the Delaware Court.




          (b) It will be a condition precedent to each party’s right to bring any such suit, action or
proceeding that such suit, action or proceeding, in the first instance, be brought in a Delaware
Court, and if each such court refuses to accept jurisdiction with respect thereto, such suit,
action or proceeding may be brought in any other court with jurisdiction.




          (c) No party may move to (i) transfer any such suit, action or proceeding from a Delaware
Court to another jurisdiction, (ii) consolidate any such suit, action or proceeding brought in a
Delaware Court with a suit, action or proceeding in another jurisdiction, or (iii) dismiss any such
suit, action or proceeding brought in a Delaware Court for the purpose of bringing the same in
another jurisdiction.




          (d) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, (i) any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement in a
Delaware Court, (ii) the defense of an inconvenient forum to the maintenance of such suit, action
or proceeding in any such court, and (iii) the right to object, with respect to such suit, action
or proceeding, that such court does not have jurisdiction over such party. Each party irrevocably
consents to service of process in any manner permitted by law.




          5.14 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR
TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.




          5.15 No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the parties
hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.




12









 








          5.16 Confidentiality. (a) The Investor Group will maintain, and Purchaser will cause
each member of the Investor Group and each of its and their respective Representatives to maintain,
the confidentiality of all material non-public information obtained by any member of the Investor
Group from the Company or any of its Subsidiaries or its or their respective Representatives (a
“Company Person”), and not to use such information for any purpose other than (i) the
evaluation and protection of the investment by each Purchaser in the Company, (ii) the exercise by
each Purchaser of any of its rights under this Agreement, and (iii) the exercise by the Purchaser
Designees of their fiduciary duties as members of the Board.




          (b) Notwithstanding the foregoing, the confidentiality obligations of Section 5.16(a) will not
apply to information obtained other than in violation of this Agreement:





     (i) which any member of the Investor Group or any of its Representatives is
required to disclose by judicial or administrative process, or by other requirements
of applicable law or regulation or any governmental authority; provided,
however, that, where and to the extent practicable, such disclosing party
(A) gives the Company reasonable notice of any such requirement and, to the extent
protective measures consistent with such requirement are available, the opportunity
to seek appropriate protective measures and (B) reasonably cooperates with the
Company (at the Company’s expense) in attempting to obtain such protective measures;




     (ii) which becomes available to the public other than as a result of a breach
of Section 5.16(a); or




     (iii) which has been provided to a member of the Investor Group or any of its
Representatives by a source other than a Company Person, unless either Purchaser or
such member of the Investor Group knows that the source of such information was
bound by a confidentiality agreement with, or other contractual, legal or fiduciary
objections of confidentiality to, the Company or any other Person with respect to
such information.



          5.17 Acknowledgment of Securities Laws. Each Purchaser hereby acknowledges that it is
aware, and that it will advise the other members of the Investor Group and its and their respective
Representatives who are informed as to the material non-public information that is the subject of
Section 5.16, that the United States securities laws prohibit any Person who has received from an
issuer material, non-public information from purchasing or selling securities of such issuer or
from communication of such information to any other Person under circumstances in which it is
reasonably foreseeable that such Person is likely to purchase or sell such securities.




          5.18 Premiums Upon a Change of Control. None of the Purchasers or any of their
Affiliates may receive, or be entitled to receive, any premium, payment or fee from any Person (a
“Payor”) in connection with voting in favor of, or transferring any




13









 




Voting Securities in connection with, a transaction that results in (either alone or in
connection with a series of related transactions) a Company Sale (as defined in the Certificate),
unless such amount is shared with, or payable by such Payor to, all shareholders of the Company on
a pro rata basis.




          5.19 VCOC Shareholder Rights. The Company shall permit, and shall cause its direct
and indirect subsidiaries to permit, any representatives designated by any Purchaser (a “VCOC
Shareholder”) (x) that is intended to be operated as an “operating company” or (y) the assets
of which would be considered “plan assets” unless it is considered to be an “operating company”, in
each case as such terms are defined in the Department of Labor “plan asset” regulation, 29 C.F.R.
Section 2510.3-101 (the “Plan Asset Regulation”), upon reasonable notice, during normal
business hours and in a manner that does not unreasonably interfere with the management and
operation of the Company and/or such subsidiaries to: (i) examine the corporate and financial
records of the Company and such subsidiaries and make copies or extracts of such records and (ii)
discuss the affairs, finances and accounts of any such entities with the officers and independent
accountants of the Company and such subsidiaries. In addition, the Company shall permit, and shall
cause its direct and indirect subsidiaries to permit, any one representative designated by any VCOC
Shareholder to attend meetings of the Board or the board of directors of any such subsidiary as a
non-voting observer (with such rights and privileges as are reasonably necessary or appropriate
such that the right of the VCOC Shareholder to appoint such board observer shall, collectively with
the other rights described in this Agreement and in the Certificate, constitute “management rights”
within the meaning of the Plan Asset Regulation) (such a representative, an “Observer” and
such Observer and Purchaser Designee collectively a “Board Attendee”); provided,
however, that unless otherwise agreed to by the parties or pursuant to any other rights of
the Purchasers, at no point shall there be more than three Board Attendees present at any meeting
of the Board. No representative of a VCOC Shareholder will be entitled to the access rights
specified in clauses (i) and (ii) of the first sentence of this Section 5.19 or the rights to
attend meetings of the boards of directors under the second sentence of this Section 5.19 unless
and until such representative has entered into a customary confidentiality agreement with the
Company. The Company will have the right, after reasonable notice, to require that any
representative designated by a VCOC Shareholder under this Section 5.19 be replaced with another
representative of such VCOC Shareholder.




VI. Preemptive Rights




        6.1 If, prior to the Preemptive Rights Disqualifying Date, the Company proposes to issue any
New Securities to any Person or Persons, the Company will, as promptly as practicable thereafter
and in any event within six months of the issuance of such New Securities, deliver to the holders
of Series A Preferred and Series B Preferred a written offer (the “Preemptive Rights
Offer”) to issue additional New Securities having the same terms and purchase price as such New
Securities (the “Additional New Securities”) to any such holders that are Qualified
Participants in order to permit the Qualified Participants to maintain their Pro Rata Amounts
(after giving effect to the issuance of the New Securities). The Preemptive Rights Offer will
state (i) the amount




14









 




of New Securities issued and the amount of Additional New Securities to be issued, (ii) the
terms of the Additional New Securities, (iii) the purchase price of the Additional New Securities,
and (iv) any other material terms of the proposed issuance. The Preemptive Rights Offer will
remain open and irrevocable for a period of 30 days from the date of its delivery (the
“Preemptive Rights Period”).




          6.2 Each Qualified Participant may accept the Preemptive Rights Offer by delivering to the
Company a written notice (the “Preemptive Rights Notice”) within the Preemptive Rights
Period, which notice will contain such certifications as the Company may require in order to
confirm Qualified Participant status. The Preemptive Rights Notice will state the number of New
Securities such Qualified Participant desires to purchase, which amount may not exceed the number
of Additional New Securities that such Qualified Participant is entitled to purchase under Section
6.1.




          6.3 The issuance of Additional New Securities to the Qualified Participants will be made on a
Business Day, as designated by the Company, not less than ten nor more than 30 days after
expiration of the Preemptive Rights Period on terms and conditions of the Preemptive Rights Offer
consistent with this Article VI (the date of such issuance, the “Preemptive Rights Issuance
Date”). At the closing of the issuance of the Additional New Securities to such Qualified
Participants, the Company will deliver certificates or other instruments evidencing such Additional
New Securities against payment of the purchase price therefor, and such Additional New Securities
will be issued free and clear of all liens, claims and other encumbrances (other than those
attributable to actions by the purchasers thereof). At such closing, all of the parties to the
transaction will execute such additional documents as are deemed by the Board to be necessary or
appropriate in its sole discretion.




          6.4 Definitions. In additions to terms defined elsewhere in this Agreement, the
following terms have the following meanings for purposes of this Article VI:



“Business Day” means any day other than a Saturday, Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or executive order to
close.



“Capital Stock” means (a) with respect to any Person that is a corporation or company, any
and all shares, interests, participations or other equivalents (however designated) of capital or
capital stock of such Person and (b) with respect to any Person that is not a corporation or
company, any and all partnership or other equity interests of such Person.



“Common Stock Derivative” means any option, right, warrant or security of the Company which
is convertible into or exercisable or exchangeable for Common Stock of the Company.



“Common Stock Outstanding” means all shares of Common Stock issued and outstanding as of
the applicable time plus the number of shares issuable upon conversion or exercise of all
outstanding Common Stock Derivatives (including the Series A Preferred and the Series B Preferred)
as of the applicable time.




15









 







“Initial Series A Purchasers” means Centerbridge, Centerbridge Capital Partners Strategic,
L.P., a Delaware limited partnership, and Centerbridge Capital Partners SBS, L.P., a Delaware
limited partnership.



“Liquidation Preference” means, as applicable, the Series A Liquidation Preference or the
Series B Liquidation Preference.



“New Securities” means any shares of Capital Stock, other than any shares of (a) Common
Stock, if at the time of the issuance the Common Stock is listed or admitted to trading on a
national securities exchange, or (b) Capital Stock issued as described in Section 5(h)(iv)(B)(4) or
(5) of the Certificate.



“Preemptive Rights Disqualifying Date” means the date on which the Initial Series A
Purchasers no longer beneficially own shares of Series A Preferred having a Liquidation Preference
in the aggregate of at least 50% of the Series A Liquidation Preference of shares of Series A
Preferred that are outstanding at such time.



“Preferred Stock” means the Series A Preferred and the Series B Preferred.



“Pro Rata Amounts” means, on the date of determination, with respect to any holder of
Preferred Stock, the quotient obtained by dividing (a) the aggregate number of shares of
Common Stock issuable upon conversion of the shares of Series A Preferred or Series B Preferred, as
applicable, held by such holder on such date by (b) the aggregate number of shares of
Common Stock Outstanding.



“Qualified Participants” means holders of Series A Preferred or Series B Preferred that are
“qualified institutional buyers” (as such term is defined in Rule 144A promulgated under the
Securities Act) on both the date of the Preemptive Rights Offer and the Preemptive Rights Issuance
Date.



“Series A Liquidation Preference” means $100.00 per share, as adjusted from time to time
for Series A Preferred stock splits, stock dividends, recapitalizations and the like.



“Series B Liquidation Preference” means $100.00 per share, as adjusted from time to time
for Series B Preferred stock splits, stock dividends, recapitalizations and the like.




          6.5 Each holder of Series A Preferred and Series B Preferred that is entitled by the terms
hereof to the rights set forth in this Article VI is an intended third party beneficiary and has
all rights, remedies, obligations and liabilities under this Article VI as though it were a party
hereto. This Article VI may be amended or repealed only in accordance with Article VII, Section
3(b) or (c), as applicable, of the Charter.




[Signature page follows]




16









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



DANA HOLDING CORPORATION




By:
                           
             
                
    

        Name

        Title:




PURCHASER:




CENTERBRIDGE CAPITAL PARTNERS, L.P.




By: Centerbridge Associates, L.P., its General

        Partner




By: Centerbridge GP Investors, LLC, its General

        Partner




By:
             
               
            
               
     

        Name

        Title: Authorized Person




CENTERBRIDGE CAPITAL PARTNERS

STRATEGIC, L.P.




By: Centerbridge Associates, L.P., its General

         Partner




By: Centerbridge GP Investors, LLC, its General

        Partner




By:
              
                 
         
                 
   

        Name

        Title: Authorized Person




CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.




By: Centerbridge Associates, L.P., its General

        Partner




 









 





By: Centerbridge GP Investors, LLC, its General

        Partner




By:
                                                            

        Name

        Title: Authorized Person




18









 





EXHIBIT A




Certificate




[To be attached]




 









 






EXHIBIT B




Form of Assumption Agreement




          The undersigned hereby agrees, effective as of the date hereof, to become a party to, and be
bound by the provisions of, the Shareholders Agreement (the “Agreement”) dated as of
                     ___, 200___by and among Dana Holding Corporation, Centerbridge Capital Partners, L.P.,
Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P. and CBP
Parts Acquisition Co. LLC, and for all purposes of the Agreement, the undersigned will be a
“Qualified Purchaser Transferee” (as defined in the Agreement). Without limiting the foregoing,
the undersigned acknowledges that the shares of Series A Preferred (as defined in the Agreement)
transferred to the undersigned in connection herewith are subject to the transfer restrictions set
forth in the Certificate (as defined in the Agreement). The address and facsimile number to which
notices may be sent to the undersigned is as follows:




              
                
                               




              
               
               
                




             
                
                
               
Facsimile
No.                
               
       




[Name]




By:
                                 
                            

     Name:

     Title:




 









 





Exhibit E




DANA HOLDING CORPORATION




REGISTRATION RIGHTS AGREEMENT




          REGISTRATION RIGHTS AGREEMENT, dated as of ___, 2007 (the “Agreement”), between
Centerbridge Capital Partners, L.P., a Delaware limited partnership (“Centerbridge”),
Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership
(“Strategic”), Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership
(“SBS”, each of Centerbridge, Strategic and SBS, an “Investor”) and Dana Holding
Corporation, a Delaware corporation (the “Company”).




R E C I T A L S




          WHEREAS, each Investor has, pursuant to the terms of the Investment Agreement, dated as of
July 26, 2007, by and among the Company, Centerbridge and the CBP Parts Acquisition Co. LLC, as
assigned by CBP Parts Acquisition Co. LLC in full and by Centerbridge in part to each of the
Investors, (the “Investment Agreement”), agreed to purchase shares of (i) 4.0% Series A
Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred
Stock”) and (ii) 4.0% Series B Convertible Preferred Stock, par value $0.01 per share, of the
Company (the “Series B Preferred Stock”); and




          WHEREAS, the shares of Series A Preferred Stock are convertible into shares of common stock,
par value $0.01 per share, of the Company (the “Common Stock”); and




          WHEREAS, the shares of Series B Preferred Stock are convertible into shares of Common Stock;
and




          WHEREAS, the Company has agreed, as a condition precedent to each Investor’s obligations under
the Investment Agreement, to grant each Investor certain registration rights; and




          WHEREAS, the Company and each Investor desire to define the registration rights of each
Investor on the terms and subject to the conditions herein set forth.




          NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, the parties hereby agree as follows:




          SECTION 1. DEFINITIONS




          As used in this Agreement, the following terms have the respective meanings set forth below:




 









 








          Allocation Priority: shall have the meaning set forth in Section 2(b)(ii);




          Agreement: shall mean this Agreement among each Investor and the Company;




          Commission: shall mean the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act;




          Exchange Act: shall mean the Securities Exchange Act of 1934, as amended (or any
successor act), and the rules and regulations promulgated thereunder;




          Holder: shall mean any holder of Registrable Securities;




          Initiating Holder: shall mean any Holder or Holders who in the aggregate are Holders
of more than 50% of the then outstanding Registrable Securities;




          Maximum Number of Shares: shall have the meaning set forth in Section 2(b)(ii);




          Person: shall mean an individual, partnership, joint-stock company, corporation,
trust or unincorporated organization, and a government or agency or political subdivision thereof;




          Pro Rata: shall have the meaning set forth in Section 2(b)(ii);




          Register, Registered and Registration: shall mean a registration
effected by preparing and filing a registration statement in compliance with the Securities Act
(and any post-effective amendments filed or required to be filed) and the declaration or ordering
of effectiveness of such registration statement;




          Registrable Securities: shall mean any (A) Series A Preferred Stock held by each
Investor, (B) shares of Common Stock issuable upon conversion of the shares of Series A Preferred
Stock held by each Investor, (C) Series B Preferred Stock held by each Investor, (D) shares of
Common Stock issuable upon conversion of the shares of Series B Preferred Stock held by each
Investor, (E) other shares of Common Stock acquired by each Investor after the date hereof unless
acquired in breach of any agreement between the Holder and the Company and (F) any additional
securities of the Company issued as a dividend or other distribution with respect to, or in
exchange for or in replacement of, any securities of the Company held by each Investor, including
but not limited to, those listed in clauses (A), (B), (C), (D) and (E);




          Registration Expenses: shall mean all reasonable expenses incurred by the Company in
compliance with Section 2(a), (b) and (c) hereof, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable
fees and expenses of one counsel for all the Holders, blue sky fees and expenses and the reasonable
expense of any special audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company, which shall be paid in any event by the Company);




2









 





          security, securities: shall have the meaning set forth in Section 2(1) of the
Securities Act;




          Securities Act: shall mean the Securities Act of 1933, as amended (or any successor
act), and the rules and regulations promulgated thereunder; and




          Selling Expenses: shall mean all underwriting discounts and selling commissions
applicable to the sale of Registrable Securities and all fees and disbursements of counsel for each
of the Holders other than reasonable fees and expenses of one counsel for all the Holders.




          SECTION 2. REGISTRATION RIGHTS





     (a) Demand Registration.




     (i) Request for Registration. If the Company shall receive from an Initiating
Holder, at any time, a written request that the Company effect any registration with respect
to all or a part of the Registrable Securities, the Company will:




     (1) promptly give written notice of the proposed registration, qualification or
compliance to all other Holders; and




     (2) as soon as practicable, use its reasonable best efforts to effect such registration
(including, without limitation, the execution of an undertaking to file post-effective
amendments, appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the Securities Act)
as may be so requested and as would permit or facilitate the sale and distribution of all or
such portion of such Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any Holder or Holders joining in such
request as are specified in a written request received by the Company within ten (10)
business days after written notice from the Company is given under Section 2(a)(i)(1) above;
provided, that the Company shall not be obligated to effect, or take any action to
effect, any such registration pursuant to this Section 2(a):




(A) In any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such
registration, qualification or compliance, unless the Company is already
subject to service in such jurisdiction and except as may be required by the
Securities Act or applicable rules or regulations thereunder;




(B) After the Company has effected one (1) such registration pursuant to
this Section 2(a) and such registration has been declared or ordered
effective and the sales of such Registrable Securities shall have
closed; provided, however, that a registration shall not be
deemed to constitute a registration pursuant to this Section 2(a) in the
event that less than ninety



3









 







percent (90%) of the Registrable Securities held by Holders participating in
the registration are permitted to participate in such registration;




(C) If the Registrable Securities requested by all Holders to be registered
pursuant to such request do not have an anticipated aggregate public
offering price (before any underwriting discounts and commissions) of not
less than $[insert dollar amount to 10% of the sum of (1) the total
aggregate Series A Purchase Price (as defined in the Investment Agreement)
and (2) the total aggregate Series B-1 Purchase Price that is paid by each
Investor under the Investment Agreement for Shares (as defined in the
Investment Agreement)];




(D) During the period starting with the date thirty (30) days prior to the
Company’s good faith estimate of the date of filing of, and ending on the
date three (3) months immediately following the effective date of, any
registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145 transaction under the Securities
Act, with respect to an employee benefit plan or with respect to the
Company’s first registered public offering of its stock); provided,
that the Company is actively employing in good faith all reasonable efforts
to cause such registration statement to become effective; provided,
however, that the Company may only delay an offering pursuant to
this Section 2(a)(i)(2)(D) for a period of not more than thirty (30) days,
if a filing of any other registration statement is not made within that
period and the Company may only exercise this right once in any twelve
(12)-month period; or




(E) If the Company shall furnish to the Initiating Holders a certificate
signed by the President of the Company stating that in the good faith
judgment of the Board of Directors of the Company it would be seriously
detrimental to the Company or its stockholders for a registration statement
to be filed in the near future, in which case the Company’s obligation to
use its best efforts to comply with this Section 2(a) shall be deferred for
a period not to exceed ninety (90) days from the date of receipt of written
request from the Initiating Holders; provided, however, that
the Company shall not exercise such right more than once in any twelve
(12)-month period.


The registration statement filed pursuant to the request of the Initiating Holders may, subject to
the provisions of Section 2(a)(ii) below, include other securities of the Company that are held by
Persons who, by virtue of agreements with the Company, are entitled to include their securities in
any such registration (“Other Stockholders”). In the event any Holder requests a
registration pursuant to this Section 2(a) in connection with a distribution of Registrable
Securities to its partners or members, the registration shall provide for the resale by such
partners or members, if requested by such Holder.




4









 







The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any
transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).





     (ii) Underwriting. If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to Section 2(a)(i).


If Other Stockholders request inclusion of their securities in the underwriting, the Holders shall
offer to include the securities of such Other Stockholders in the underwriting and may condition
such offer on their acceptance of the further applicable provisions of this Section 2. The Holders
whose shares are to be included in such registration and the Company shall (together with all Other
Stockholders proposing to distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the underwriter or underwriters
selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company.
Notwithstanding any other provision of this Section 2(a), if the representative advises the Holders
in writing that marketing factors require a limitation on the number of shares to be underwritten,
the representative may limit the number of Registrable Securities to be included in the
registration and underwriting in accordance with Section 2(b)(ii); provided that such allocation
shall be made in the following manner: (i) first, Pro Rata (as defined below) to Registrable
Securities and securities entitled to registration under the Series B Registration Rights Agreement
(as defined below), regardless of the number of shares that can be sold without exceeding the
Maximum Number of Shares; (ii) second, to securities that the Company desires to sell, and (iii),
third, securities for the account of Other Stockholders that the Company is obligated to register
pursuant to written contractual arrangements with such persons that can be sold, Pro Rata, in the
case of (ii) and (iii) without exceeding the Maximum Number of Shares.. If any Holder or Other
Stockholder who has requested inclusion in such registration as provided herein disapproves of the
terms of the underwriting, such Person may elect to withdraw therefrom by providing written notice
to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also
be withdrawn from registration.





     (b) Company Registration.




     (i) If the Company shall determine to register any of its equity securities either for
its own account or for the account of Other Stockholders, other than a registration relating
solely to employee benefit plans, or a registration relating solely to a Rule 145
transaction under the Securities Act, or a registration on any registration form which does
not permit secondary sales or does not include substantially the same information as would
be required to be included in a registration statement covering the sale of Registrable
Securities, the Company will:




     (1) promptly give to each of the Holders a written notice thereof (which shall include
a list of the jurisdictions in which the Company intends to attempt to qualify such
securities under the applicable blue sky or other state securities laws); and




     (2) include in such registration (and any related qualification under blue sky laws or
other compliance), and in any underwriting involved therein, all the Registrable



5









 







Securities specified in a written request or requests, made by the Holders within ten
(10) days after receipt of the written notice from the Company described in clause (1)
above, except to the extent limited as set forth in Section 2(b)(ii) below. Such written
request may specify all or a part of the Holders’ Registrable Securities. In the event any
Holder requests inclusion in a registration pursuant to this Section 2(b) in connection with
a distribution of Registrable Securities to its partners or members, the registration shall
provide for the resale by such partners or members, if requested by such Holder.




     (ii) Underwriting. If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall so advise each
of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(1) above.
In such event, the right of each of the Holders to registration pursuant to this Section
2(b) shall be conditioned upon such Holders’ participation in such underwriting and the
inclusion of such Holders’ Registrable Securities in the underwriting to the extent provided
herein. The Holders whose shares are to be included in such registration shall (together
with the Company and the Other Stockholders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected for underwriting by the Company.
Notwithstanding any other provision of this Section 2(b), if the representative determines
that marketing factors require a limitation on the number of shares to be underwritten, the
representative may limit the number of Registrable Securities to be included in the
registration and underwriting in accordance with the allocation priority set forth below.
The Company shall promptly advise all holders of securities requesting registration of such
limitation, and the number of shares of securities that are entitled to be included in the
registration and underwriting (the “Maximum Number of Shares”) shall be allocated in
the following manner: (i) first, the securities that the Company desires to sell,
regardless of the number of shares that can be sold without exceeding the Maximum Number of
Shares; (ii) second, both (A) the Registrable Securities held by the Holders and (B)
the securities held by holders of Series B Preferred Stock entitled to registration under
the Registration Rights Agreement, dated ___, 200_, among the holders of Series B
Preferred Stock and the Company (the “Series B Registration Rights Agreement”), all
pro rata in accordance with the number of shares that each such Holder of
Registrable Securities or holder of securities entitled to registration under the Series B
Registration Rights Agreement, respectively, has requested be included in such registration
(such proportion is referred to herein as “Pro Rata”), to the extent that the
Maximum Number of Shares has not been exceeded; and (iii) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses, the
securities for the account of Other Stockholders that the Company is obligated to register
pursuant to written contractual arrangements with such persons that can be sold, Pro Rata,
without exceeding the Maximum Number of Shares (the foregoing allocation is referred to
herein as the “Allocation Priority”). If any of the Holders or any officer,
director or Other Stockholder disapproves of the terms of any such underwriting, he she or
it may elect to withdraw therefrom by providing written notice to the Company and the
underwriter. Any Registrable Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.



6









 





          (c) Form S-3. The Company shall use its reasonable best efforts to qualify for
registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form
S-3, the Holders shall have the right to request up to four (4) registrations on Form S-3 (such
requests shall be in writing and shall state the number of shares of Registrable Securities to be
disposed of and the intended method of disposition of shares by such holders), provided,
that the Company shall not be obligated to effect, or take any action to effect, any such
registration pursuant to this Section 2(c):





     (i) Unless the Holder or Holders requesting registration propose to dispose of shares
of Registrable Securities having an aggregate price to the public (before deduction of
Selling Expenses) of more than $[insert dollar amount to 5% of the sum of (1) the total
aggregate Series A Purchase Price (as defined in the Investment Agreement) and (2) the total
aggregate Series B-1 Purchase Price that is paid by each Investor under the Investment
Agreement for Shares (as defined in the Investment Agreement)];




     (ii) Within one hundred eighty (180) days of the effective date of the most recent
registration pursuant to this Section 2(c) in which securities held by the requesting Holder
could have been included for sale or distribution;




     (iii) In any particular jurisdiction in which the Company would be required to execute
a general consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act or applicable rules or regulations thereunder;




     (iv) During the period starting with the date thirty (30) days prior to the Company’s
good faith estimate of the date of filing of, and ending on the date three (3) months
immediately following the effective date of, any registration statement pertaining to
securities of the Company (other than a registration of securities in a Rule 145 transaction
under the Securities Act or with respect to an employee benefit plan); provided,
that the Company is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; provided, however, that the
Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not
more than thirty (30) days, if a filing of any other registration statement is not made
within that period and the Company may only exercise this right once in any twelve
(12)-month period; or




     (v) If the Company shall furnish to the Holders a certificate signed by the President
of the Company stating that in the good faith judgment of the Board of Directors of the
Company it would be seriously detrimental to the Company or its stockholders for a
registration statement to be filed in the near future, in which case the Company’s
obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a
period not to exceed ninety (90) days from the date of receipt of written request from the
Holders; provided, however, that the Company shall not exercise such right
more than once in any twelve (12)-month period.



7









 




The Company shall give written notice to all Holders of the receipt of a request for registration
pursuant to this Section 2(c)and shall provide a reasonable opportunity for other Holders to
participate in the registration; provided, that if the registration is for an underwritten
offering, the terms of Section 2(a)(ii) above shall apply to all participants in such offering.
Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the
registration of all shares of Registrable Securities on Form S-3 to the extent requested by the
Holder or Holders thereof for purposes of disposition. In the event any Holder requests a
registration pursuant to this Section 2(c) in connection with a distribution of Registrable
Securities to its partners or members, the registration shall provide for the resale by such
partners or members, if requested by such Holder.




          (d) Expenses of Registration. All Registration Expenses incurred in connection with
any registration, qualification or compliance pursuant to this Section 2 shall be borne by the
Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro
rata on the basis of the number of their shares so registered.




          (e) Registration Procedures. In the case of each registration effected by the Company
pursuant to this Section 2, the Company will keep the Holders, as applicable, advised in writing as
to the initiation of each registration and as to the completion thereof. At its reasonable
expense, the Company will:





     (i) keep such registration effective for a period of ninety (90) days;




     (ii) furnish such number of prospectuses and other documents incident thereto as each
of the Holders, as applicable, from time to time may reasonably request;




     (iii) notify each Holder of Registrable Securities covered by such registration at any
time when a prospectus relating thereto is required to be delivered under the Securities Act
of the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made,
not misleading; and




     (iv) furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters or, if such
securities are not being sold through underwriters, on the date that the registration
statement with respect to such securities becomes effective, (1) an opinion, dated as of
such date, of the counsel representing the Company for the purposes of such registration, in
form and substance as is reasonably and customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to the Holders participating in
such registration and (2) a letter, dated as of such date, from the independent certified
public accountants of the Company, in form and substance as is reasonably and customarily
given by independent certified public accountants to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and



8









 







if permitted by applicable accounting standards, to the Holders participating in such
registration.




     (f) Indemnification.




     (i) The Company will indemnify each Holder, each of its officers, directors and
partners and members, and each Person controlling each Holder, with respect to each
registration which has been effected pursuant to this Section 2, and each underwriter, if
any, and each person who controls any underwriter, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, issuer free-writing prospectus, offering circular or other document,
or based on any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, and will
reimburse each such Holder, each of its officers, directors and partners and members, and
each Person controlling each such Holder, each such underwriter and each Person who controls
any such underwriter, for any legal and any other expenses reasonably incurred in connection
with investigating and defending any such claim, loss, damage, liability or action;
provided, that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by such Holder
or underwriter and stated to be specifically for use therein; provided,
however, that the obligations of the Company to each Holder hereunder shall be
limited to an amount equal to the net proceeds to such Holder of securities sold in such
registration as contemplated herein.




     (ii) Each Holder will, if Registrable Securities held by it are included in the
securities as to which such registration, qualification or compliance is being effected,
severally and not jointly, indemnify the Company, each of its directors and officers and
each underwriter, if any, of the Company’s securities covered by such a registration
statement, each Person who controls the Company or such underwriter, each Other Stockholder
and each of their respective officers, directors, partners and members, and each Person
controlling such Other Stockholder against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration statement,
prospectus, issuer free-writing prospectus, offering circular or other document made by such
Holder in writing, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements by such
Holder therein not misleading, and will reimburse the Company, the underwriters, and such
Other Stockholders, and their respective directors, officers, partners, members, Persons or
control persons for any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in each case
to the extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by such



9









 







Holder and stated to be specifically for use therein; provided,
however, that the obligations of each Holder hereunder shall be limited to an amount
equal to the net proceeds to such Holder of securities sold in such registration as
contemplated herein.




     (iii) Each party entitled to indemnification under this Section 2(f) (the
“Indemnified Party”) shall give notice to the party required to provide
indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation resulting
therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified
Party may participate in such defense at such party’s expense (unless the Indemnified Party
shall have reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in such action, in which case the fees and
expenses of counsel shall be at the expense of the Indemnifying Party), and provided
further, that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section 2(f) unless
the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the
defense of any such claim or litigation shall, except with the prior written consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or litigation.
Each Indemnified Party shall furnish such information regarding itself or the claim in
question as an Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with the defense of such claim and litigation resulting
therefrom.




     (iv) If the indemnification provided for in this Section 2(f) is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu
of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions (or alleged statements or omissions) which resulted in such
loss, liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the Indemnified Party
shall be determined by reference to, among other things, whether the untrue (or alleged
untrue) statement of a material fact or the omission (or alleged omission) to state a
material fact relates to information supplied by the Indemnifying Party or by the
Indemnified Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.




     (v) Notwithstanding the foregoing, to the extent that the provisions on indemnification
and contribution contained in the underwriting agreement entered into in




10












 






connection with any underwritten public offering contemplated by this Agreement are in
conflict with the foregoing provisions, the provisions in such underwriting agreement shall
be controlling.




     (g) Information by the Holders.




     (i) Each Holder including securities in any registration pursuant to the terms of this
Agreement shall furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in writing and as
shall be reasonably required in connection with any registration, qualification or
compliance referred to in this Section 2.




     (ii) In the event that, either immediately prior to or subsequent to the effectiveness
of any registration statement, any Holder shall distribute Registrable Securities to its
partners or members, such Holder shall so advise the Company and provide such information as
shall be necessary to permit an amendment to such registration statement to provide
information with respect to such partners or members, as selling security holders. Promptly
following receipt of such information, the Company shall file an appropriate amendment to
such registration statement reflecting the information so provided. Any incremental expense
to the Company resulting from such amendment shall be borne by such Holder.




     (h) Rule 144 Reporting.



          With a view to making available the benefits of certain rules and regulations of the
Commission which may permit the sale of restricted securities to the public without registration,
the Company agrees to:





     (i) at all times make and keep public information available as those terms are
understood and defined in Rule 144 under the Securities Act (“Rule 144”);




     (ii) use its reasonable best efforts to file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and the
Exchange Act at any time after it has become subject to such reporting requirements; and




     (iii) so long as a Holder owns any Registrable Securities, furnish to such Holder, upon
request, a written statement by the Company as to its compliance with the reporting
requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most
recent annual or quarterly report of the Company, and such other reports and documents so
filed as such Holder may reasonably request in availing itself of any rule or regulation of
the Commission allowing the Holder to sell any such securities without registration.



          (i) Termination. The registration rights set forth in this Section 2 shall not be
available to any Holder if, (i) in the written opinion of counsel to the Company, all of the




11









 




Registrable Securities then owned by such Holder could be sold in any ninety (90)-day period
pursuant to Rule 144(k) or are otherwise freely saleable or (ii) all of the Registrable Securities
held by such Holder have been sold in a registration pursuant to the Securities Act or pursuant to
Rule 144.




          SECTION 3. INTERPRETATION OF THIS AGREEMENT




          (a) Directly or Indirectly. Where any provision in this Agreement refers to action to
be taken by any Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.




          SECTION 4. MISCELLANEOUS




          (a) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed entirely
within such State without regard to conflicts of law principles.




          (b) Section Headings. The headings of the sections and subsections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part thereof.




          (c) Notices.





     (i) All communications under this Agreement shall be in writing and shall be delivered
by hand or facsimile or mailed by overnight courier or by registered or certified mail,
postage prepaid:




     (1) if to the Company, to Dana Corporation (or the name of the Company), 4500 Dorr
Street, Toledo, OH 43615, Attention: General Counsel and Secretary (facsimile: (419)
535-4544), or at such other address or facsimile number as it may have furnished in writing
to the Holders, with a copy to Jones Day, 222 East 41st Street, New York, New
York 10017 (facsimile: (212) 755-7306), Attention: Marilyn W. Sonnie, Esq.




     (2) if to the Holders, to Centerbridge Capital Partners, L.P., 375 Park Avenue, 12th
Floor, New York, NY 10152, Attention: Jeffrey Aronson (facsimile: (212) 672-6501) and David
Trucano (facsimile: (212) 672-6501) or at such other address or facsimile numbers as may
have been furnished the Company in writing, with a copy to Willkie Farr & Gallagher LLP, 787
Seventh Avenue, New York, NY 10019 (facsimile: (212) 728-9536), Attention: Jeffrey R. Poss,
Esq.




     (ii) Any notice so addressed shall be deemed to be given: if delivered by hand or
facsimile, on the date of such delivery; if mailed by overnight courier, on the first
business day following the date of such mailing; and if mailed by registered or certified
mail, on the third business day after the date of such mailing.



          (d) Reproduction of Documents. This Agreement and all documents relating thereto,
including, without limitation, any consents, waivers and modifications which may




12









 





hereafter be executed may be reproduced by the Holders by any photographic, photostatic,
microfilm, microcard, miniature photographic or other similar process and the Holders may destroy
any original document so reproduced. The parties hereto agree and stipulate that any such
reproduction shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and whether or not such
reproduction was made by the Holders in the regular course of business) and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.




          (e) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon and enforceable by the successors and assigns of each of the parties.




          (f) Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire
understanding of the parties hereto relating to the subject matter hereof and supersedes all prior
understandings among such parties. This Agreement may be amended, and the observance of any term
of this Agreement may be waived, with (and only with) the written consent of the Company and the
Holders holding a majority of the then outstanding Registrable Securities. Any amendment or waiver
effected in accordance with this Section 4(f) shall be binding upon each Holder of Registrable
Securities then outstanding (whether or not such Holder consented to any such amendment or waiver).




          (g) Severability. In the event that any part or parts of this Agreement shall be held
illegal or unenforceable by any court or administrative body of competent jurisdiction, such
determination shall not affect the remaining provisions of this Agreement which shall remain in
full force and effect.




          (h) Counterparts. This Agreement may be executed in two or more counterparts
(including by facsimile), each of which shall be deemed an original and all of which together shall
be considered one and the same agreement.




[Remainder of Page Intentionally Left Blank]




13









 





     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set
forth above.



	 	 	 	 	 	 	 
	 	 	DANA HOLDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CENTERBRIDGE CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	                    , its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CENTERBRIDGE CAPITAL PARTNERS	 	 
	 

	 	STRATEGIC, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	                    , its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CENTERBRIDGE CAPITAL PARTNERS SBS,	 	 
	 

	 	L.P.	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	                    , its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






 









 





Exhibit F




DANA HOLDING CORPORATION




REGISTRATION RIGHTS AGREEMENT




          REGISTRATION RIGHTS AGREEMENT, dated as of
                    , 2007 (the “Agreement”), among the
purchasers of 4.0% Series B Convertible Preferred Stock listed on Schedule A (the
“Investors”) and Dana Holding Corporation, a Delaware corporation (the “Company”).




R E C I T A L S




          WHEREAS, the Investors have, pursuant to the terms of the Subscription Agreement, dated as of
                    , 2007, by and among the Company and the Investors (the “Subscription Agreement”),
agreed to purchase shares of 4.0% Series B Convertible Preferred Stock, par value $0.01 per share,
of the Company (the “Series B Preferred Stock”); and




          WHEREAS, the shares of Series B Preferred Stock are convertible into shares of common stock,
par value $0.01 per share, of the Company (the “Common Stock”); and




          WHEREAS, the Company has agreed, as a condition precedent to the Investors’ obligations under
the Subscription Agreement, to grant the Investors certain registration rights; and




          WHEREAS, the Company and the Investors desire to define the registration rights of the
Investor on the terms and subject to the conditions herein set forth.




          NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, the parties hereby agree as follows:




          SECTION 1. DEFINITIONS




          As used in this Agreement, the following terms have the respective meanings set forth below:




          Allocation Priority: shall have the meaning set forth in Section 2(b)(ii);




          Agreement: shall mean this Agreement among the Investors and the Company;




          Commission: shall mean the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act;




 









 








          Exchange Act: shall mean the Securities Exchange Act of 1934, as amended (or any
successor act), and the rules and regulations promulgated thereunder;




          Holder: shall mean any holder of Registrable Securities;




          Initiating Holder: shall mean any Holder or Holders who in the aggregate are Holders
of more than 50% of the then outstanding Registrable Securities;




          Maximum Number of Shares: shall have the meaning set forth in Section 2(b)(ii);




          Person: shall mean an individual, partnership, joint-stock company, corporation,
trust or unincorporated organization, and a government or agency or political subdivision thereof;




          Pro Rata: shall have the meaning set forth in Section 2(b)(ii);




          Register, Registered and Registration: shall mean a registration
effected by preparing and filing a registration statement in compliance with the Securities Act
(and any post-effective amendments filed or required to be filed) and the declaration or ordering
of effectiveness of such registration statement;




          Registrable Securities: shall mean any (A) Series B Preferred Stock held by the
Investors, (B) shares of Common Stock issuable upon conversion of the shares of Series B Preferred
Stock held by the Investors, (C) other shares of Common Stock acquired by the Investors after the
date hereof unless acquired in breach of any agreement between the Holder and the Company and (D)
additional securities of the Company issued as a dividend or other distribution with respect to, or
in exchange for or in replacement of any securities of the Company held by the Investors, including
but not limited to, those listed in clauses (A), (B) and (C);




          Registration Expenses: shall mean all reasonable expenses incurred by the Company in
compliance with Section 2(a), (b) and (c) hereof, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable
fees and expenses of one counsel for all the Holders, blue sky fees and expenses and the reasonable
expense of any special audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company, which shall be paid in any event by the Company);




          security, securities: shall have the meaning set forth in Section 2(1) of the
Securities Act;




          Securities Act: shall mean the Securities Act of 1933, as amended (or any successor
act), and the rules and regulations promulgated thereunder; and




2









 








          Selling Expenses: shall mean all underwriting discounts and selling commissions
applicable to the sale of Registrable Securities and all fees and disbursements of counsel for each
of the Holders other than reasonable fees and expenses of one counsel for all the Holders.




          SECTION 2. REGISTRATION RIGHTS




          (a) Demand Registration.




          (i) Request for Registration. If the Company shall receive from an Initiating
Holder, at any time, a written request that the Company effect any registration with respect
to all or a part of the Registrable Securities, the Company will:




          (1) promptly give written notice of the proposed registration, qualification or
compliance to all other Holders; and




          (2) as soon as practicable, use its reasonable best efforts to effect such registration
(including, without limitation, the execution of an undertaking to file post-effective
amendments, appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the Securities Act)
as may be so requested and as would permit or facilitate the sale and distribution of all or
such portion of such Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any Holder or Holders joining in such
request as are specified in a written request received by the Company within ten (10)
business days after written notice from the Company is given under Section 2(a)(i)(1) above;
provided, that the Company shall not be obligated to effect, or take any action to
effect, any such registration pursuant to this Section 2(a):





(A) In any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such
registration, qualification or compliance, unless the Company is already
subject to service in such jurisdiction and except as may be required by the
Securities Act or applicable rules or regulations thereunder;




(B) After the Company has effected one (1) such registration pursuant to
this Section 2(a) and such registration has been declared or ordered
effective and the sales of such Registrable Securities shall have closed;
provided, however, that a registration shall not be deemed
to constitute a registration pursuant to this Section 2(a) in the event that
less than ninety percent (90%) of the Registrable Securities held by Holders
participating in the registration are permitted to participate in such
registration;




(C) If the Registrable Securities requested by all Holders to be registered
pursuant to such request do not have an anticipated aggregate public
offering price (before any underwriting discounts and commissions) of not
less than $[insert dollar amount to 10% of the sum of (1) the total
aggregate Series B-1 Purchase Price (as defined in the



3









 







Investment Agreement) that is paid by all of the Investors under the
Investment Agreement for Series B-1 Shares (as defined in the Investment
Agreement)and (2) the total aggregate Series B-2 Purchase Price that is paid
by all of the Investors under the Investment Agreement for Series B-2 Shares
(as defined in the Investment Agreement)];




(D) During the period starting with the date thirty (30) days prior to the
Company’s good faith estimate of the date of filing of, and ending on the
date three (3) months immediately following the effective date of, any
registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145 transaction under the Securities
Act, with respect to an employee benefit plan or with respect to the
Company’s first registered public offering of its stock); provided,
that the Company is actively employing in good faith all reasonable efforts
to cause such registration statement to become effective; provided,
however, that the Company may only delay an offering pursuant to
this Section 2(a)(i)(2)(D) for a period of not more than thirty (30) days,
if a filing of any other registration statement is not made within that
period and the Company may only exercise this right once in any twelve
(12)-month period; or




(E) If the Company shall furnish to the Initiating Holders a certificate
signed by the President of the Company stating that in the good faith
judgment of the Board of Directors of the Company it would be seriously
detrimental to the Company or its stockholders for a registration statement
to be filed in the near future, in which case the Company’s obligation to
use its best efforts to comply with this Section 2(a) shall be deferred for
a period not to exceed ninety (90) days from the date of receipt of written
request from the Initiating Holders; provided, however, that
the Company shall not exercise such right more than once in any twelve
(12)-month period.



The registration statement filed pursuant to the request of the Initiating Holders may, subject to
the provisions of Section 2(a)(ii) below, include other securities of the Company that are held by
Persons who, by virtue of agreements with the Company, are entitled to include their securities in
any such registration (“Other Stockholders”). In the event any Holder requests a
registration pursuant to this Section 2(a) in connection with a distribution of Registrable
Securities to its partners or members, the registration shall provide for the resale by such
partners or members, if requested by such Holder.




The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any
transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).




4









 






     (ii) Underwriting. If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to Section 2(a)(i).



If Other Stockholders request inclusion of their securities in the underwriting, the Holders shall
offer to include the securities of such Other Stockholders in the underwriting and may condition
such offer on their acceptance of the further applicable provisions of this Section 2. The Holders
whose shares are to be included in such registration and the Company shall (together with all Other
Stockholders proposing to distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the underwriter or underwriters
selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company.
Notwithstanding any other provision of this Section 2(a), if the representative advises the Holders
in writing that marketing factors require a limitation on the number of shares to be underwritten,
the representative may limit the number of Registrable Securities to be included in the
registration and underwriting in accordance with Section 2(b)(ii); provided that such allocation
shall be made in the following manner: (i) first, Pro Rata (as defined below) to Registrable
Securities and securities entitled to registration under the Series A Registration Rights Agreement
(as defined below), regardless of the number of shares that can be sold without exceeding the
Maximum Number of Shares; (ii) second, to securities that the Company desires to sell, and (iii),
third, securities for the account of Other Stockholders that the Company is obligated to register
pursuant to written contractual arrangements with such persons that can be sold, Pro Rata, in the
case of (ii) and (iii) without exceeding the Maximum Number of Shares. If any Holder or Other
Stockholder who has requested inclusion in such registration as provided herein disapproves of the
terms of the underwriting, such Person may elect to withdraw therefrom by providing written notice
to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also
be withdrawn from registration.





     (b) Company Registration.




     (i) If the Company shall determine to register any of its equity securities either for
its own account or for the account of Other Stockholders, other than a registration relating
solely to employee benefit plans, or a registration relating solely to a Rule 145
transaction under the Securities Act, or a registration on any registration form which does
not permit secondary sales or does not include substantially the same information as would
be required to be included in a registration statement covering the sale of Registrable
Securities, the Company will:




     (1) promptly give to each of the Holders a written notice thereof (which shall include
a list of the jurisdictions in which the Company intends to attempt to qualify such
securities under the applicable blue sky or other state securities laws); and




     (2) include in such registration (and any related qualification under blue sky laws or
other compliance), and in any underwriting involved therein, all the Registrable Securities
specified in a written request or requests, made by the Holders within ten (10) days after
receipt of the written notice from the Company described in clause (1) above, except to the
extent limited as set forth in Section 2(b)(ii) below. Such written request



5









 







may specify all or a part of the Holders’ Registrable Securities. In the event any
Holder requests inclusion in a registration pursuant to this Section 2(b) in connection with
a distribution of Registrable Securities to its partners or members, the registration shall
provide for the resale by such partners or members, if requested by such Holder.




     (ii) Underwriting. If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall so advise each
of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(1) above.
In such event, the right of each of the Holders to registration pursuant to this Section
2(b) shall be conditioned upon such Holders’ participation in such underwriting and the
inclusion of such Holders’ Registrable Securities in the underwriting to the extent provided
herein. The Holders whose shares are to be included in such registration shall (together
with the Company and the Other Stockholders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected for underwriting by the Company.
Notwithstanding any other provision of this Section 2(b), if the representative determines
that marketing factors require a limitation on the number of shares to be underwritten, the
representative may limit the number of Registrable Securities to be included in the
registration and underwriting in accordance with the allocation priority set forth below.
The Company shall promptly advise all holders of securities requesting registration of such
limitation, and the number of shares of securities that are entitled to be included in the
registration and underwriting (the “Maximum Number of Shares”) shall be allocated in
the following manner: (i) first, the securities that the Company desires to sell,
regardless of the number of shares that can be sold without exceeding the Maximum Number of
Shares; (ii) second, both (A) the securities entitled to registration under the
Registration Rights Agreement, dated ___, 200_, between Centerbridge Capital Partners,
L.P., Centerbridge Capital Partners Strategic, L.P, Centerbridge Capital Partners SBS, L.P.
and the Company (the “Series A Registration Rights Agreement”) and (B) the
Registrable Securities that can be sold, all pro rata in accordance with the number
of securities entitled to registration under the Series A Registration Rights Agreement and
Registrable Securities, respectively, that each such holder of securities entitled to
registration under the Series A Registration Rights Agreement or Holder has requested be
included in such registration (such proportion is referred to herein as “Pro Rata”),
without exceeding the Maximum Number of Shares, and; (iii) third, the Registrable
Securities that can be sold, Pro Rata, without exceeding the Maximum Number of Shares; and
(iv) fourth, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses, the securities for the account of Other Stockholders that the
Company is obligated to register pursuant to written contractual arrangements with such
persons that can be sold, Pro Rata, without exceeding the Maximum Number of Shares (the
foregoing allocation is referred to herein as the “Allocation Priority”). If any of
the Holders or any officer, director or Other Stockholder disapproves of the terms of any
such underwriting, he she or it may elect to withdraw therefrom by providing written notice
to the Company and the underwriter. Any Registrable Securities or other securities excluded
or withdrawn from such underwriting shall be withdrawn from such registration.



6









 





          (c) Form S-3. The Company shall use its reasonable best efforts to qualify for
registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form
S-3, the Holders shall have the right to request up to four (4) registrations on Form S-3 (such
requests shall be in writing and shall state the number of shares of Registrable Securities to be
disposed of and the intended method of disposition of shares by such holders), provided,
that the Company shall not be obligated to effect, or take any action to effect, any such
registration pursuant to this Section 2(c):





     (i) Unless the Holder or Holders requesting registration propose to dispose of shares
of Registrable Securities having an aggregate price to the public (before deduction of
Selling Expenses) of more than $[insert dollar amount to 5% of the sum of (1) the total
aggregate Series B-1 Purchase Price (as defined in the Investment Agreement) that is paid by
all of the Investors under the Investment Agreement for Series B-1 Shares (as defined in the
Investment Agreement)and (2) the total aggregate Series B-2 Purchase Price that is paid by
all of the Investors under the Investment Agreement for Series B-2 Shares (as defined in the
Investment Agreement)];




     (ii) Within one hundred eighty (180) days of the effective date of the most recent
registration pursuant to this Section 2(c) in which securities held by the requesting Holder
could have been included for sale or distribution;




     (iii) In any particular jurisdiction in which the Company would be required to execute
a general consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act or applicable rules or regulations thereunder;




     (iv) During the period starting with the date thirty (30) days prior to the Company’s
good faith estimate of the date of filing of, and ending on the date three(3) months
immediately following the effective date of, any registration statement pertaining to
securities of the Company (other than a registration of securities in a Rule 145 transaction
under the Securities Act or with respect to an employee benefit plan); provided,
that the Company is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; provided, however, that the
Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not
more than thirty (30) days, if a filing of any other registration statement is not made
within that period and the Company may only exercise this right once in any twelve
(12)-month period; or




     (v) If the Company shall furnish to the Holders a certificate signed by the President
of the Company stating that in the good faith judgment of the Board of Directors of the
Company it would be seriously detrimental to the Company or its stockholders for a
registration statement to be filed in the near future, in which case the Company’s
obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a
period not to exceed ninety (90) days from the date of receipt of written



7









 







request from the Holders; provided, however, that the Company shall not
exercise such right more than once in any twelve (12)-month period.



The Company shall give written notice to all Holders of the receipt of a request for registration
pursuant to this Section 2(c)and shall provide a reasonable opportunity for other Holders to
participate in the registration; provided, that if the registration is for an underwritten
offering, the terms of Section 2(a)(ii) above shall apply to all participants in such offering.
Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the
registration of all shares of Registrable Securities on Form S-3 to the extent requested by the
Holder or Holders thereof for purposes of disposition. In the event any Holder requests a
registration pursuant to this Section 2(c) in connection with a distribution of Registrable
Securities to its partners or members, the registration shall provide for the resale by such
partners or members, if requested by such Holder.




          (d) Expenses of Registration. All Registration Expenses incurred in connection with
any registration, qualification or compliance pursuant to this Section 2 shall be borne by the
Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro
rata on the basis of the number of their shares so registered.




          (e) Registration Procedures. In the case of each registration effected by the Company
pursuant to this Section 2, the Company will keep the Holders, as applicable, advised in writing as
to the initiation of each registration and as to the completion thereof. At its reasonable
expense, the Company will:




          (i) keep such registration effective for a period of ninety (90) days;





     (ii) furnish such number of prospectuses and other documents incident thereto as each
of the Holders, as applicable, from time to time may reasonably request;




     (iii) notify each Holder of Registrable Securities covered by such registration at any
time when a prospectus relating thereto is required to be delivered under the Securities Act
of the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made,
not misleading; and




     (iv) furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters or, if such
securities are not being sold through underwriters, on the date that the registration
statement with respect to such securities becomes effective, (1) an opinion, dated as of
such date, of the counsel representing the Company for the purposes of such registration, in
form and substance as is reasonably and customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to the Holders participating in
such registration and (2) a letter, dated as of such date, from the independent certified
public accountants of the Company, in form and substance as is reasonably and customarily
given by independent certified public accountants to



8









 







underwriters in an underwritten public offering, addressed to the underwriters, if any,
and if permitted by applicable accounting standards, to the Holders participating in such
registration.




     (f) Indemnification.




     (i) The Company will indemnify each of the Holders, as applicable, each of its
officers, directors and partners and members, and each Person controlling each of the
Holders, with respect to each registration which has been effected pursuant to this Section
2, and each underwriter, if any, and each person who controls any underwriter, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, issuer free-writing prospectus, offering
circular or other document, or based on any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse each of such Holders, each of its officers, directors and
partners and members, and each Person controlling each of such Holders, each such
underwriter and each Person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating and defending any such claim,
loss, damage, liability or action; provided, that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability or expense arises
out of or is based on any untrue statement or omission based upon written information
furnished to the Company by the Holders or underwriter and stated to be specifically for use
therein; provided, however, that the obligations of the Company to each of
the Holders hereunder shall be limited to an amount equal to the net proceeds to such Holder
of securities sold in such registration as contemplated herein.




     (ii) Each of the Holders will, if Registrable Securities held by it are included in the
securities as to which such registration, qualification or compliance is being effected,
severally and not jointly, indemnify the Company, each of its directors and officers and
each underwriter, if any, of the Company’s securities covered by such a registration
statement, each Person who controls the Company or such underwriter, each Other Stockholder
and each of their respective officers, directors, partners and members, and each Person
controlling such Other Stockholder against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration statement,
prospectus, issuer free-writing prospectus, offering circular or other document made by such
Holder in writing, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements by such Holder therein not
misleading, and will reimburse the Company, the underwriters, and such Other Stockholders,
and their respective directors, officers, partners, members, Persons or control persons for
any legal or any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement, prospectus, offering circular or
other document in reliance



9









 







upon and in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use therein; provided, however, that the
obligations of each of the Holders hereunder shall be limited to an amount equal to the net
proceeds to such Holder of securities sold in such registration as contemplated herein.




     (iii) Each party entitled to indemnification under this Section 2(f) (the
“Indemnified Party”) shall give notice to the party required to provide
indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation resulting
therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified
Party may participate in such defense at such party’s expense (unless the Indemnified Party
shall have reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in such action, in which case the fees and
expenses of counsel shall be at the expense of the Indemnifying Party), and provided
further, that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section 2(f) unless
the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the
defense of any such claim or litigation shall, except with the prior written consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or litigation.
Each Indemnified Party shall furnish such information regarding itself or the claim in
question as an Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with the defense of such claim and litigation resulting
therefrom.




     (iv) If the indemnification provided for in this Section 2(f) is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu
of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions (or alleged statements or omissions) which resulted in such
loss, liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the Indemnified Party
shall be determined by reference to, among other things, whether the untrue (or alleged
untrue) statement of a material fact or the omission (or alleged omission) to state a
material fact relates to information supplied by the Indemnifying Party or by the
Indemnified Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.



10









 






     (v) Notwithstanding the foregoing, to the extent that the provisions on indemnification
and contribution contained in the underwriting agreement entered into in connection with any
underwritten public offering contemplated by this Agreement are in conflict with the
foregoing provisions, the provisions in such underwriting agreement shall be controlling.




     (g) Information by the Holders.




     (i) Each of the Holders including securities in any registration shall furnish to the
Company such information regarding such Holder and the distribution proposed by such Holder
as the Company may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification or compliance referred to in this Section 2.




     (ii) In the event that, either immediately prior to or subsequent to the effectiveness
of any registration statement, any Holder shall distribute Registrable Securities to its
partners or members, such Holder shall so advise the Company and provide such information as
shall be necessary to permit an amendment to such registration statement to provide
information with respect to such partners or members, as selling security holders. Promptly
following receipt of such information, the Company shall file an appropriate amendment to
such registration statement reflecting the information so provided. Any incremental expense
to the Company resulting from such amendment shall be borne by such Holder.




     (h) Rule 144 Reporting.




     With a view to making available the benefits of certain rules and regulations of the
Commission which may permit the sale of restricted securities to the public without registration,
the Company agrees to:




     (i) at all times make and keep public information available as those terms are
understood and defined in Rule 144 under the Securities Act (“Rule 144”);




     (ii) use its reasonable best efforts to file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and the
Exchange Act at any time after it has become subject to such reporting requirements; and




     (iii) so long as a Holder owns any Registrable Securities, furnish to such Holder, upon
request, a written statement by the Company as to its compliance with the reporting
requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most
recent annual or quarterly report of the Company, and such other reports and documents so
filed as such Holder may reasonably request in availing itself of any rule or regulation of
the Commission allowing the Holder to sell any such securities without registration.



11









 





          (i) Termination. The registration rights set forth in this Section 2 shall not be
available to any Holder if, (i) in the written opinion of counsel to the Company, all of the
Registrable Securities then owned by such Holder could be sold in any ninety (90)-day period
pursuant to Rule 144(k) or are otherwise freely saleable or (ii) all of the Registrable Securities
held by such Holder have been sold in a registration pursuant to the Securities Act or pursuant to
Rule 144.




          SECTION 3. INTERPRETATION OF THIS AGREEMENT




          (a) Directly or Indirectly. Where any provision in this Agreement refers to action to
be taken by any Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.




          SECTION 4. MISCELLANEOUS




          (a) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed entirely
within such State without regard to conflicts of law principles.




          (b) Section Headings. The headings of the sections and subsections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part thereof.




          (c) Notices.





     (i) All communications under this Agreement shall be in writing and shall be delivered
by hand or facsimile or mailed by overnight courier or by registered or certified mail,
postage prepaid:




     (1) if to the Company, to Dana Corporation (or the name of the Company), 4500 Dorr
Street, Toledo, OH 43615, Attention: General Counsel and Secretary (facsimile: (419)
535-4544), or at such other address or facsimile numbers as it may have furnished in writing
to the Holders, with a copy to Jones Day, 222 East 41st Street, New York, New
York 10017 (facsimile: (212) 755-7306), Attention: Marilyn W. Sonnie, Esq.




     (2) if to the Holders, to the address or facsimile provided on Schedule A, or at such
other address or facsimile number as may have been furnished the Company in writing, with a
copy to:
[                                       
 ]; and a copy to Willkie Farr & Gallagher LLP, 787 Seventh Avenue,
New York, NY 10019 (facsimile: (212) 728-9536), Attention: Jeffrey R. Poss, Esq.




     (ii) Any notice so addressed shall be deemed to be given: if delivered by hand or
facsimile, on the date of such delivery; if mailed by overnight courier, on the first
business day following the date of such mailing; and if mailed by registered or certified
mail, on the third business day after the date of such mailing.



12









 





          (d) Reproduction of Documents. This Agreement and all documents relating thereto,
including, without limitation, any consents, waivers and modifications which may hereafter be
executed may be reproduced by the Holders by any photographic, photostatic, microfilm, microcard,
miniature photographic or other similar process and the Holders may destroy any original document
so reproduced. The parties hereto agree and stipulate that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding (whether
or not the original is in existence and whether or not such reproduction was made by the Holders in
the regular course of business) and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.




          (e) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon and be enforceable by the successors and assigns of each of the parties.




          (f) Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire
understanding of the parties hereto relating to the subject matter hereof and supersedes all prior
understandings among such parties. This Agreement may be amended, and the observance of any term
of this Agreement may be waived, with (and only with) the written consent of the Company and the
Holders holding a majority of the then outstanding Registrable Securities. Any amendment or waiver
effected in accordance with this Section 4(f) shall be binding upon each Holder of Registrable
Securities then outstanding (whether or not such Holder consented to any such amendment or waiver).




          (g) Severability. In the event that any part or parts of this Agreement shall be held
illegal or unenforceable by any court or administrative body of competent jurisdiction, such
determination shall not affect the remaining provisions of this Agreement which shall remain in
full force and effect.




          (h) Counterparts. This Agreement may be executed in two or more counterparts
(including by facsimile), each of which shall be deemed an original and all of which together shall
be considered one and the same agreement.




[Remainder of Page Intentionally Left Blank]




13









 





     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set
forth above.



	 	 	 	 	 	 	 
	 	 	DANA HOLDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 

	 	[HOLDERS]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






 









 






SCHEDULE A




Investors




 









 





Exhibit H




[Name of legal entity and trading unit]

[Address]




Re:            Dana Holding Corporation




Dear Sir or Madam:




Reference is made to Section 8(f) of the Certificate of Designations (the “Certificate”) of
4.0% Series A Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock (the
“Preferred Stock”) each issued by Dana Holding Corporation (“Dana”), as may be
amended from time to time, which Section sets forth certain restrictions relating to holders of the
Preferred Stock (collectively, the “Shorting Restrictions”). Capitalized terms used
herein but not defined have the meanings given to them in the Certificate.




Dana hereby agrees to waive and does waive (and Centerbridge shall not and does not object to such
waiver) any and all rights to enforce the provisions of the Shorting Restrictions against any
Qualified Marketmaker (as defined below) in respect of transactions by such Qualified Marketmaker
in respect of Qualified Securities (as defined below) (i) conducted solely in the ordinary course
of its broker/dealer or market maker business, (ii) accommodating customer orders, and (iii) not
entered into with a view towards establishing directionally biased positions (including without
limitation engaging in arbitrage positions with respect to the Preferred Stock) for the proprietary
account of such Qualified Marketmaker, whether in a proprietary trading unit or otherwise, provided
however that so long as the business unit to which this letter is addressed maintains the
confidentiality of all non-public information relating to the Debtor that is now in, or in the
future comes into, its possession, using the same standard of confidentiality [name of legal
entity] uses to maintain the confidentiality of its own confidential information, other proprietary
business units of [name of legal entity] shall not be subject to the provisions of Section 8(f)
unless such unit otherwise acquires shares of the Preferred Stock.




For these purposes, a “Qualified Marketmaker” means an entity that (i) holds itself out to
the public as standing ready in the ordinary course of its business to purchase from customers and
sell to customers Qualified Securities (or to enter with customers into long and short positions in derivative
contracts that reference Qualified Securities), in its capacity as a dealer or market maker in such Qualified
Securities, (ii) in fact regularly makes a two-way market in such Qualified Securities, and (iii)
consistently has filed its U.S. federal income tax returns on the basis that such business
constituted a securities dealer business within the scope of section 475(a) of the Internal Revenue
Code of 1986, as amended. An entity that is under common control with or controlled by a Qualified
Marketmaker shall be considered a Qualified Marketmaker for purposes of this waiver (and the
limitations to this waiver expressly provided herein) to the extent it satisfies conditions (i) and
(ii) of the preceding sentence.




 









 





For these purposes, the term “Qualified Securities” means (i) New Common Stock (as defined
in the Investment Agreement Term Sheet) and (ii) options, forward contracts, swaps or other
derivative contracts that require the delivery of such securities, or that require the payment of
money determined by reference to the value or yield of such securities.




The signatories hereby represent that they are duly authorized by their respective institutions to
execute this agreement.




Please acknowledge your acceptance of the above referenced waiver by executing and signing below.
By doing so, you hereby represent to the undersigned, to the best of your knowledge, that such
business unit is, as of the date hereof, the only entity, division or unit of [name of legal
entity] that holds claims against the Debtor in a proprietary capacity, other than
[                                       
 ][name of entity, division or unit], which will not be covered by this letter
agreement and will be subject to the Shorting Restrictions.




Centerbridge Capital Partners, L.P.




By:                                     
   

Name:

Title:




Dana Holding Corporation




By:                                     
   

Name:

Title:




Acknowledged and Accepted:




[Trading unit and name of legal entity]




By:                                    
    

Name:

Title:





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