EX-10.74





Exhibit 10.74



Execution Version




AMENDMENT NO. 1 TO THE TERM FACILITY CREDIT AND GUARANTY AGREEMENT




Dated as of November 21, 2008     




          AMENDMENT NO. 1 (this “Amendment”) TO THE TERM FACILITY CREDIT AND GUARANTY AGREEMENT
among Dana Holding Corporation, a Delaware corporation (the “Borrower”), the guarantors
listed on the signature pages hereto (the “Guarantors”) and Citicorp USA Inc.
(“CUSA”), as administrative agent (the “Administrative Agent”) for the Lenders
(defined below).




          PRELIMINARY STATEMENTS:




          (1) The Borrower, the Guarantors, the financial institutions and other institutional lenders
party thereto from time to time (the “Lenders”), the Administrative Agent and the other
agents party thereto have entered into a Term Facility Credit and Guaranty Agreement dated as of
January 31, 2008 (as further amended, supplemented or otherwise modified through the date hereof,
the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have
the same meanings as specified in the Credit Agreement.




          (2) The Borrower has requested that the Lenders and the Administrative Agent agree to amend
certain provisions of the Credit Agreement as described herein.




          (3) The Borrowers, the Lenders and the Administrative Agent have agreed to amend the Credit
Agreement as hereinafter set forth.




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




          SECTION 1. Amendments to Credit Agreement.




          (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new
terms in the correct alphabetical order:





     “ “Amendment No. 1” means Amendment No. 1 to this Agreement dated as of
November 21, 2008 by and among the Borrower, the Guarantors, the Administrative Agent and
the Required Lenders party thereto.




     “Amendment No. 1 Effective Date” has the meaning specified in Amendment No. 1.




     “Amendment No. 1 Prepayment” has the meaning specified in Section 2.06(b)(vi).



[Amendment No. 1]




 









 






     “Amendment No. 1 Specified Asset Sales” means each of the asset sale
transactions described on Schedule 1 to Amendment No. 1.




     “Excess Foreign Subsidiary Debt” has the meaning specified in Section
5.02(b)(vii).




     “Payment Condition” means immediately after giving effect to any Restricted
Payment, the Total Leverage Ratio, as of the most recently completed fiscal quarter, is
less than or equal to 3.25:1.00.”



          (b) The definition of “Asset Sale” contained in Section 1.01 of the Credit Agreement is hereby
amended by inserting therein, immediately after the phrase “clause (ix) of Section 5.02(g)”
contained therein, the phrase “and clause (x) of Section 5.02(g)”.




          (c) The definition of “Applicable Margin” contained in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety, for the period commencing with the Amendment No. 1
Effective Date, to read as follows:





     “ “Applicable Margin” means 4.25% per annum, in the case of Eurodollar Rate
Advances, and 3.25% per annum, in the case of Base Rate Advances.”



          (d) The definition of “EBITDA” contained in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety for the period commencing with the Amendment No. 1 Effective
Date, to read as follows:





     “ “EBITDA” means, for any period, without duplication (a) the sum, determined on a
Consolidated basis, of (i) net income (or net loss), (ii) interest expense and facility
fees, unused commitment fees, letter of credit fees and similar fees, (iii) income tax
expense, (iv) depreciation expense, (v) amortization expense, (vi) non recurring,
transactional or unusual losses deducted in calculating net income less non recurring,
transactional or unusual gains added in calculating net income, (vii) in each case without
duplication, cash Restructuring Charges to the extent deducted in computing net income for
such period and settled or to be settled in cash during such period in an aggregate amount
not to exceed (A) $100,000,000 in each of Fiscal Year 2008, Fiscal Year 2009 and Fiscal
Year 2010 and (B) $50,000,000 in the aggregate in any other Fiscal Year; provided, that
with respect to the period commencing after Fiscal Year 2010, the aggregate amount does not
exceed $100,000,000, in each case of the Borrower and its Subsidiaries, determined in
accordance with GAAP for such period, (viii) non-cash Restructuring Charges and related
non-cash losses or other non-cash charges resulting from the writedown in the valuation of
any assets, in each case of the Borrower and its Subsidiaries, determined in accordance
with GAAP for such period, (ix) non-cash expenses associated with the issuance of equity or
rights to equity, or alternatively, non-cash grants of equity or rights to equity, (x)
amounts associated with stock options or restricted stock expense, (xi) minority interest
expense, (xii) losses or expenses associated with the Agreement Value of Hedge Agreements,
(xiii) post-emergence costs associated with the continued cost of the Reorganization Plan
in an aggregate amount not to exceed $20,000,000 in Fiscal Year 2008 and not to exceed
$5,000,000 in any other



[Amendment No. 1]




2









 







Fiscal Year, (xiv) non-cash currency losses on intercompany loans or advances, and (xv)
losses of affiliates accounted for on an equity basis; minus (b) (i) earnings of affiliates
accounted for on an equity basis, (ii) interest income, (iii) any income or gain associated
with the Agreement Value of Hedge Agreements, and (iv) non-cash currency income or gains on
intercompany loans or advances. ”



          (e) The definitions of “Reinvestment Event”, “Reinvestment Limitation Amount” and
“Reinvestment Notice” contained in Section 1.01 of the Credit Agreement are each hereby amended and
restated in their entirety for the period commencing with the Amendment No. 1 Effective Date, to
read as follows:





     “ “Reinvestment Event” shall mean any Asset Sale permitted under Section
5.02(g)(ix) or Recovery Event in respect of which the Borrower has delivered a Reinvestment
Notice.”




     “ “Reinvestment Limitation Amount” shall mean (i) with respect to a Recovery
Event, $50,000,000, or (ii) with respect to an Asset Sale permitted under Section
5.02(g)(ix), (a) the Net Cash Proceeds received from any such Asset Sale with respect to
any asset in which the fair value of the assets being sold are less than or equal to
$5,000,000 or (b) any Net Cash Proceeds in respect of the sale of the Borrower’s
headquarters located in Toledo, Ohio.”




     “ “Reinvestment Notice” shall mean a written notice executed by a Responsible
Officer of the Borrower stating that no Default has occurred and is continuing or would
result therefrom and that the Borrower (directly or indirectly through a Subsidiary)
intends and expects to use all or a specified portion of the Net Cash Proceeds of a
Reinvestment Event to acquire or repair assets (in the case of any Asset Sale pursuant to
Section 5.02(g)(ix)) or long-term assets (in the case of any Recovery Event), in each case
useful in its business, up to an amount not to exceed the Reinvestment Limitation Amount
for any Fiscal Year; provided that no Reinvestment Notice shall be permitted to be
delivered in respect of any Net Cash Proceeds constituting a Revolving Facility Prepayment
Amount required to be applied to the prepayment of advances under the Revolving Credit
Facility pursuant to the Revolving Facility Loan Documents.”



          (f) Section 2.06(b)(i) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:




          (g) “(i) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash
Proceeds from any (A) Asset Sale or (B) Recovery Event, unless and to the extent that a
Reinvestment Notice, as applicable, shall be delivered in respect thereof, the Borrower shall,
within five Business Days after the date of receipt of such Net Cash Proceeds by such Loan Party or
any of its Subsidiaries, prepay the Term Advances in an amount equal to (x) 100% of such Net Cash
Proceeds less (y) solely in the case of any Net Cash Proceeds in respect of Revolving
Facility Collateral, any Revolving Facility Prepayment Amount required to be applied to the
prepayment of advances under the Revolving Credit Facility pursuant to the Revolving Facility Loan
Documents in connection with such Asset Sale or Recovery Event; provided that the aggregate
amount reinvested does not exceed the applicable Reinvestment



[Amendment No. 1]




3









 




Limitation Amount in respect of Asset Sales, as applicable or Recovery Events, as the case may
be; and provided, further, that, notwithstanding the foregoing, on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to
the relevant Reinvestment Event shall be applied toward the prepayment of the Term Advances.”




          (h) Section 2.06(b) of the Credit Agreement is hereby amended by inserting therein, after the
existing clause (vii) contained therein, a new clause (viii):





     “(viii) All prepayments under this Section 2.06(b) shall be made together with accrued
interest to the date of such prepayment on the principal amount prepaid, and, if any such
prepayment is made on a day other than on the last day of the Interest Period applicable
thereto, such prepayment shall be accompanied by the payment of the amounts required by
Section 10.04(c) if the applicable Lender has provided the Borrower with adequate notice of
the amount of the same. Each prepayment of the outstanding Term Advances made under this
Section 2.06(b) shall be applied pro rata to the remaining principal repayment installments
thereof. Notwithstanding the forgoing, any prepayment of Advances pursuant to this Section
2.06(b), other than pursuant to Section 2.06(b)(iv) or Section 2.06(b)(vi), that is made on
or prior to the second anniversary of the Closing Date shall be accompanied by a premium
such that the aggregate amount of such prepayment shall equal the applicable Call Premium.”



          (i) Section 2.06(b)(ii) of the Credit Agreement is hereby amended by deleting the
parenthetical contained in such Section 2.06(b)(ii) and substituting in lieu thereof the following
parenthetical:





     “(other than any Debt permitted under Section 5.02(b), except with respect to any
Excess Foreign Subsidiary Debt)”



          (j) Section 2.06(b)(vi) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:





     “(vi) On the Amendment No. 1 Effective Date, the Borrower shall prepay the outstanding
Term Advances in an aggregate principal amount of $150,000,000 (the “Amendment No. 1
Prepayment”).”



          (k) Section 5.01(g) of the Credit Agreement is hereby amended by deleting the “[Reserved]”
appearing therein and substituting in lieu thereof the following new clause (g):





     “(g) Within 60 days of the Amendment No. 1 Effective Date (with extensions permitted
in the reasonable discretion of the Administrative Agent), deliver to the Administrative
Agent such amendments as the Administrative Agent may request with respect to any Blocked
Account Agreement (as defined in the Revolving Facility Credit Agreement) in effect on the
Amendment No. 1 Effective Date, as is necessary to satisfy the provisions of Section 2.17
of the Revolving Facility Credit Agreement.”



[Amendment No. 1]




4









 





          (l) Section 5.02(b) of the Credit Agreement is hereby amended by deleting the existing clause
(vii) contained therein and substituting in lieu thereof the following new clause (vii):





     “(vii) Debt of Foreign Subsidiaries owing to third parties; provided, that the Net
Cash Proceeds of any Debt incurred by a Foreign Subsidiary in excess of $400,000,000 in the
aggregate of all Debt incurred by Foreign Subsidiaries (any such excess Debt being,
“Excess Foreign Subsidiary Debt”) shall be applied as a prepayment of outstanding
Advances in accordance with Section 2.06(b)(ii).”



          (m) Section 5.02(d)(i) of the Credit Agreement is hereby amended by inserting therein, at the
beginning of such Section 5.02(d)(i), the following:




          “Subject to the satisfaction of the Payment Condition and”




          (n) Section 5.02(g) of the Credit Agreement is hereby amended by (i) deleting the “and”
appearing immediately before clause (ix) contained therein, (ii) deleting the period appearing at
the end of such Section 5.02(g) and substituting in lieu thereof a semi-colon and (iii) inserting
at the end thereof the following new clause (x):





     “and (x) for the period commencing with the Amendment No. 1 Effective Date, the
Amendment No. 1 Specified Asset Sales; provided, that in each case, (A) such Amendment No.
1 Specified Asset Sale shall be for fair market value as determined by the Borrower in good
faith, (B) such Loan Party shall receive not less than 75% of the consideration in cash and
(C) no Default or Event of Default exists immediately before or after giving effect to such
Amendment No. 1 Specified Asset Sale.”



          (o) Section 5.04 (a) is hereby amended and restated in its entirety, for the period commencing
with the Amendment No. 1 Effective Date, to read as follows:





     “Total Leverage Ratio. The Borrower shall not permit the Total Leverage Ratio
on the last day of any Fiscal Quarter during any period set forth below to be greater than
the ratio set forth opposite such period below:



	 	 	 
	Test Period Ending	 	Total Leverage Ratio
	December 31, 2008
	 	4.25:1.00
	March 31, 2009
	 	5.50:1.00
	June 30, 2009
	 	6.10:1.00
	September 30, 2009
	 	5.10:1.00
	December 31, 2009
	 	3.80:1.00
	March 31, 2010
	 	3.25:1.00
	June 30, 2010 through December 31, 2010
	 	3.10:1.00






[Amendment No. 1]




5









 






	 	 	 
	Test Period Ending	 	Total Leverage Ratio
	March 31, 2011
	 	3.00:1.00
	June 30, 2011
	 	2.80:1.00
	September 30, 2011 and December 31, 2011
	 	2.75:1.00
	March 31, 2012 and June 30, 2012
	 	2.60:1.00
	September 30, 2012 and thereafter
	 	2.50:1.00






          (p) Section 5.04(b) is hereby amended and restated in its entirety, for the period commencing
with the Amendment No. 1 Effective Date, to read as follows:





          “Interest Coverage Ratio. The Borrower shall not permit the Interest Coverage
Ratio on the last day of any Fiscal Quarter during any period set forth below to be less
than the ratio set forth opposite such period below:



	 	 	 
	Test Period Ending	 	Interest Coverage Ratio
	December 31, 2008
	 	2.50:1.00
	March 31, 2009
	 	2.00:1.00
	June 30, 2009
	 	1.75:1.00
	September 30, 2009
	 	2.10:1.00
	December 31, 2009
	 	2.80:1.00
	March 31, 2010
	 	3.30:1.00
	June 30, 2010
	 	3.40:1.00
	September 30, 2010 and December 31, 2010
	 	3.50:1.00
	March 31, 2011
	 	3.60:1.00
	June 30, 2011
	 	3.90:1.00
	September 30, 2011 and December 31, 2011
	 	4.00:1.00
	March 31, 2012
	 	4.10:1.00
	June 30, 2012 and September 30, 2012
	 	4.20:1.00
	December 31, 2012
	 	4.30:1.00
	March 31, 2013 and thereafter
	 	4.50:1.00






[Amendment No. 1]




6









 






          SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of
the date first above written (the “Amendment No. 1 Effective Date”) when, and only when,
the following conditions have been satisfied:





     (a) the Administrative Agent shall have received counterparts of this Amendment
executed by each Loan Party and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Lender has executed this Amendment,




     (b) the Administrative Agent shall have received a certificate signed by a duly
authorized officer of the Borrower stating that: (i) as of the Amendment No. 1 Effective
Date, the representations and warranties contained in Article IV of the Credit Agreement,
are correct in all material respects, only to the extent that such representation and
warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of
such date, other than any such representations or warranties that, by their terms, refer to
a specific date other than the date hereof, in which case, as of such specific date; and
(ii) no event has occurred and is continuing that constitutes a Default,




     (c) the Administrative Agent shall have received a favorable opinion of Jones Day,
counsel to the Borrower, as to the enforceability of the Credit Agreement as amended (and
such other matters as the Administrative Agent may reasonably request in connection
herewith),




     (d) all fees and expenses of the Administrative Agent (including all reasonable fees
and expenses of counsel to the Administrative Agent), shall have been paid,




     (e) each Lender that executes a counterpart to this Amendment on or before the
Amendment No. 1 Effective Date at 5:00 p.m. eastern shall have been paid an amendment fee
in an amount equal to 1.50% in respect of such Lender’s Term Commitment (after giving
effect to the Amendment No. 1 Prepayment), which fee shall be due and payable on the
Amendment No. 1 Effective Date, and




     (f) on or before the Amendment No. 1 Effective Date, the Borrower shall have made the
Amendment No. 1 Prepayment.



          SECTION 3. Confirmation of Representations and Warranties. Each of the Loan Parties
hereby represents and warrants, on and as of the date hereof, that the representations and
warranties contained in the Credit Agreement are true and correct in all material respects, only to
the extent that such representation and warranty is not otherwise qualified by materiality or
Material Adverse Effect on and as of such date, before and after giving effect to this Amendment,
as though made on and as of the date hereof, other than any such representations or warranties
that, by their terms, refer to a specific date.




          SECTION 4. Affirmation and Consent of Guarantors. Each Guarantor hereby consents to
the amendments to the Credit Agreement effected hereby, and hereby confirms,




[Amendment No. 1]




7









 




acknowledges and
agrees that, (a) notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor contained in Article VIII of the Credit Agreement, as amended hereby, or in any other
Loan Documents to which it is a party are, and shall remain, in full force and effect and are
hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this
Amendment, each reference in Article VIII of the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended
by this Amendment, (b) the pledge and security interest in the Collateral granted by it pursuant to
the Collateral Documents to which it is a party shall continue in full force and effect and (c)
such pledge and security interest in the Collateral granted by it pursuant to such Collateral
Documents shall continue to secure the Obligations purported to be secured thereby, as amended or
otherwise affected hereby.




          SECTION 5. Reference to and Effect on the Loan Documents. (a) On and after the
effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement and each reference
in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement shall mean and be a reference
to the Credit Agreement as amended by this Amendment.





     (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically
amended by this Amendment, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed.




     (c) The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a
waiver of any provision of the Credit Agreement or any other Loan Document.



          SECTION 6. Costs, Expenses. The Borrowers agree to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation, execution, delivery and
administration, modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of
the Credit Agreement.




          SECTION 7. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier (or
other electronic transmission) shall be effective as delivery of a manually executed
counterpart of this Amendment.




          SECTION 8. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.




[The remainder of this page intentionally left blank.]




[Amendment No. 1]




8









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.




	 	 	 	 	 
	 	DANA HOLDING CORPORATION, 

as Borrower

 	 
	 	By:  	/s/ James A. Yost
 	 
	 	 	Name:  	James A. Yost 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 
	 	DANA LIMITED,

as a Guarantor

 	 
	 	By:  	/s/ James A. Yost
 	 
	 	 	Name:  	James A. Yost 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	DANA AUTOMOTIVE SYSTEMS GROUP, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA DRIVESHAFT PRODUCTS, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA DRIVESHAFT MANUFACTURING, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA LIGHT AXLE PRODUCTS, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 



[Amendment No. 1]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DANA LIGHT AXLE MANUFACTURING, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA SEALING PRODUCTS, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA SEALING MANUFACTURING, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA STRUCTURAL PRODUCTS, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA STRUCTURAL MANUFACTURING, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA THERMAL PRODUCTS, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 



[Amendment No. 1]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DANA HEAVY VEHICLE SYSTEMS GROUP, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA COMMERCIAL VEHICLE PRODUCTS, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA COMMERCIAL VEHICLE MANUFACTURING, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	SPICER HEAVY AXLE & BRAKE, INC.,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA OFF HIGHWAY PRODUCTS, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DTF TRUCKING, INC.,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 



[Amendment No. 1]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DANA WORLD TRADE CORPORATION,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA AUTOMOTIVE AFTERMARKET, INC.,

as a Guarantor

 	 
	 	By:  	/s/ Marc S. Levin
 	 
	 	 	Name:  	Marc S. Levin 	 
	 	 	Title:  	Secretary 	 
	 
	 	DANA GLOBAL PRODUCTS, INC.,

as a Guarantor

 	 
	 	By:  	/s/ Richard J. Dyer
 	 
	 	 	Name:  	Richard J. Dyer 	 
	 	 	Title:  	Vice President & Secretary 	 



[Amendment No. 1]




 









 







	 	 	 	 	 	 	 
	 	 	AVENUE CLO FUND, LTD.	 	 
	 	 	AVENUE CLO II, LTD.	 	 
	 	 	AVENUE CLO III, LTD.	 	 
	 	 	AVENUE CLO IV, LTD.	 	 
	 	 	AVENUE CLO V, LTD.	 	 
	 	 	AVENUE CLO VI, LTD., as a Lender	 	 


	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard D’Addario	 	 
	 

	 	Name:
	 	 

RICHARD D’ADDARIO
	 	 
	 

	 	Title:
	 	SENIOR PORTFOLIO MANAGER	 	 






	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ J.F. Todd
 	 
	 	 	Name:  	J.F. TODD 	 
	 	 	Title:  	Managing Director 	 





	 	 	 	 	 
	 	Barclays Bank, PLC, as a Lender

 	 
	 	By:  	/s/ Jason Moynihan
 	 
	 	 	Name:  	Jason Moynihan 	 
	 	 	Title:  	 	 




	 	 	 	 	 
	 	Citicorp USA, Inc.

 	 
	 	By:  	/s/ Brian Blessing
 	 
	 	 	Name:  	Brian Blessing 	 
	 	 	Title:  	Attorney-in-fact 	 




	 	 	 	 	 
	 	[Lender], as a Lender LAKESHORE CBNA

                            Loan Funding

 	 
	 	By:  	/s/ Brian Blessing
 	 
	 	 	Name:  	Brian Blessing 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	Export Development Canada, as a Lender

 	 
	 	By:  	/s/ Laura Miller
 	 
	 	 	Name:  	LAURA MILLER 	 
	 	 	Title:  	ASSET MANAGER 	 
	 
	 	 	 
	 	                                                     /s/ David Stevenson
 	 
	 	DAVID STEVENSON 	 
	 	LOAN PORTFOLIO

MANAGER 	 




 









 








	 	 	 	 	 



	 	 	 	 	 
	 	Garrison Funding 2008-1 Ltd., as a Lender

 	 
	 	By:  	/s/ Brian S. Chase
 	 
	 	 	Name:  	BRIAN S. CHASE 	 
	 	 	Title:  	CHIEF FINANCIAL OFFICER 	 






	 	 	 	 	 	 	 	 	 
	 	 	NAVIGATOR CDO 2004, LTD, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	GE Asset Management Inc., as Collateral Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John Campos	 	 
	 

	 	 	 	Name:
	 	 

John Campos
	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NAVIGATOR CDO 2005, LTD, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	GE Asset Management Inc., as Collateral Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John Campos	 	 
	 

	 	 	 	Name:
	 	 

John Campos
	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 

















Goldman Sachs Investment Partners Master Fund, LP

By: GS Investment Strategies, LLC, as Investment Manager

                , as a Lender




	 	 	 	 	 
	 	 	 
	 	By:  	                                                     /s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 





	 	 	 	 	 
	 	SPECIAL SITUATIONS INVESTING GROUP, INC
 	 
	 
	 	[Lender], as a Lender

 	 
	 	By:  	/s/ Albert Dombrowski
 	 
	 	 	Name:  	ALBERT DOMBROWSKI 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 



 












 





	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT

     PARTNERS L.P.

 	 
	 	By:  	/s/ Andrew Caditz
 	 
	 	 	Name:  	Andrew Caditz 	 
	 	 	Title:  	Authorized Signatory 	 
	 




	 	 	 	 	 
	 	ING Capital LLC, as a Lender

 	 
	 	By:  	/s/ Jerry McDonald
 	 
	 	 	Name:  	Jerry McDonald 	 
	 	 	Title:  	Director 	 




	 	 	 	 	 



	 	 	 	 	 
	 	Lehman Brothers Commercial Bank, as a Lender

 	 
	 	By:  	/s/ Darren S. Lane
 	 
	 	 	Name:  	Darren S. Lane 	 
	 	 	Title:  	Operations Officer 	 
	 






	 	 	 	 	 
	 	Lehman Brothers Commercial Paper Inc., as a

      Lender

 	 
	 	By:  	/s/ Randall Braunfeld
 	 
	 	 	Name:  	Randall Braunfeld 	 
	 	 	Title:  	Authorized Signatory 	 
	 






	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL SERVICES, INC., as a 

     Lender

 	 
	 	By:  	/s/ Neyda Darias
 	 
	 	 	Name:  	NEYDA DARIAS 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




	 	 	 	 	 
	 	Morgan Stanley Senior Funding, Inc., as a Lender

 	 
	 	By:  	/s/ Donna M. Souza
 	 
	 	 	Name:  	Donna M. Souza 	 
	 	 	Title:  	Vice President 	 
	 






 









 





	 	 	 	 	 	 	 
	 	 	Onex Debt Opportunity Fund, LTD	 	 
	 
	 	 	 	 	 	 
	 	 	By: Onex Credit Partners, LLC its	 	 
	 

	 	 	 	     investment manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Gelblat
 

Name: Michael J. Gelblat
	 	 
	 

	 	 	 	Title: Managing Director	 	 




















 






SCHEDULE 1




Amendment No. 1 Specified Asset Sales



The assets comprising the thermal, sealing and structural products lines of business.




 [Amendment No. 1]




 











 





	 	 	 	 	 
	 	CITICORP USA, INC., as

Administrative Agent and a Lender

 	 
	 	By:  	/s/ Shapleigh B. Smith
 	 
	 	 	Name:  	SHAPLEIGH B. SMITH 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	PUTNAM FLOATING RATE INCOME FUND

 	 
	 	/s/  Beth Mazor
 	 
	 	By:  	Beth Mazor 	 
	 	Title:  	V.P. 	 
	 
	 	THE PUTNAM ADVISORY COMPANY, LLC 

ON BEHALF OF IG PUTNAM HIGH YIELD 

INCOME FUND

 	 
	 	/s/ S. Deshaies
 	 
	 	Name:  	Suzanne Deshaies 	 
	 	Title:  	VP 	 



	 	 	 	 	 
	 	Grand Central Asset Trust ICN Series,

as a Lender

 	 
	 	By:  	/s/ Jason Muelver
 	 
	 	 	Name:  	Jason Muelver 	 
	 	 	Title:  	Attorney-In-Fact 	 
	 
	 	UBS AG, Stamford Branch, as a Lender

 	 
	 	By:  	/s/ Douglas Gervolino
 	 
	 	 	Name:  	Douglas Gervolino 	 
	 	 	Title:  	Director

Banking Products Services, US 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                  /s/ Leslie Evans
 	 
	 	 	Name:  	Leslie Evans 	 
	 	 	Title:  	Associate Director

Banking Product Services, US 	 
	 
	 	GSO Royal Holdings CB LLC, as a
Lender

 	 
	 	By:  	/s/ Christopher H. Sullivan
 	 
	 	 	Name:  	Christopher H. Sullivan 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Battery Holdco (Onshore) LLC, as a Lender

 	 
	 	By:  	/s/ Stephen Gloria
 	 
	 	 	Name:  	Stephen Gloria 	 
	 	 	Title:  	Director 	 
	 
	 	Battery Holdco (Offshore) LLC, as a
Lender

 	 
	 	By:  	/s/ Stephen Gloria
 	 
	 	 	Name:  	Stephen Gloria 	 
	 	 	Title:  	Director 	 
	 
	 	Camulos Loan Vehicle I, LTD., as a Lender



By:  Camulos Capital LP



As collateral manager

 	 
	 	By:  	/s/ Michael P. Iuliano
 	 
	 	 	Name:  	Michael P. Iuliano 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Dryden XXI Leveraged Loan CDO LLC,
as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment 	 
	 	 	 	 
	 



 









 






	 	 	 	 	 
	 	 	 
	 	  	                      Management, Inc. as Collateral Manager
 	 
	 	 	Name:  	Joseph Lemanowicz 	 
	 	 	Title:  	Principal 	 
	 
	 	Dryden XVI — Leveraged Loan 2006,
as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment
 Management, Inc. as Collateral Manager 	 
	 	 	Name:  	Joseph Lemanowicz
 	 
	 	 	Title:  	
Principal 	 
	 
	 	Dryden XVIII Leveraged Loan 2007 Ltd.,
as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment
 Management, Inc. as Collateral Manager 	 
	 	 	Name:  	Joseph Lemanowicz
 	 
	 	 	Title:  	Principal 	 
	 
	 	Dryden XI — Leveraged Loan CDO 2006,
as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment
 Management, Inc. as Collateral Manager 	 
	 	 	Name:  	Joseph Lemanowicz 	 
	 	 	Title:  	Principal 	 



 









 







	 	 	 	 	 



	 	 	 	 	 
	 	DRYDEN VII LEVERAGED LOAN
CDO 2004, as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment
 Management, Inc. as Collateral Manager 	 
	 	 	Name:  	Joseph Lemanowicz 	 
	 	 	Title:  	Principal 	 
	 
	 	Dryden VIII — Leveraged Loan CD
2005, as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment
 Management, Inc. as Collateral Manager 	 
	 	 	Name:  	Joseph Lemanowicz 	 
	 	 	Title:  	Principal 	 
	 
	 	DRYDEN V —  LEVERAGED LOAN
CDO 2003, as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment
 Management, Inc. as Collateral Manager 	 
	 	 	Name:  	Joseph Lemanowicz 	 
	 	 	Title:  	Principal 	 
	 
	 	Dryden IX — Senior Loan Fund 2005 p.l.c. as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment
Management, Inc., as attorney-in-fact 	 
	 	 	Name:  	Joseph Lemanowicz 	 
	 	 	Title:  	Principal 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Prudential Retirement Insurance And

Annuity Company, as a Lender

 	 
	 	By:  	/s/ George Edwards
 	 
	 	 	Prudential Investment
 Management, Inc., as investment manager 	 
	 	 	Name:  	George Edwards 	 
	 	 	Title:  	Principal 	 
	 
	 	GULF STREAM-COMPASS CLO 2003-I LTD



By: Gulf Stream Asset Management LLC

       As Collateral Manager



GULF STREAM-COMPASS CLO 2005-II LTD

By: Gulf Stream Asset Management LLC

       As Collateral Manager



GULF STREAM-COMPASS CLO 2006-I LTD

By: Gulf Stream Asset Management LLC

       As Collateral Manager



NEPTUNE FINANCE CCS LTD

By: Gulf Stream Asset Management LLC

       As Collateral Manager

       as a Lender

 	 
	 	By:  	/s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief  Credit Officer 	 
	 
	 	Hewett’s Island CLO VI, Ltd.

By:  CypressTree Investment Management Company, Inc.,

        As Portfolio Manager

 	 
	 	By:  	                                                /s/ Robert Weeden
 	 
	 	 	Name:  	Robert Weeden 	 
	 	 	Title:  	Managing Director 	 



 









 







	 	 	 	 	 
	 	 Hewett’s Island CLO V, Ltd.

By: CypressTree Investment Management Company, Inc.,

       As Portfolio Manager

 	 
	 	 	 	 	 
	 	By:  	                                                /s/ Robert Weeden
 	 
	 	 	Name:  	Robert Weeden 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	Hewett’s Island CLO VI, Ltd.

By: CypressTree Investment Management Company, Inc.,

       As Portfolio Manager

 	 
	 	By:  	/s/ Robert Weeden
 	 
	 	 	Name:  	Robert Weeden 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Hewett’s Island CLO IV, Ltd.

By: CypressTree Investment Management Company, Inc.,

       As Portfolio Manager

 	 
	 	By:  	/s/ Robert Weeden
 	 
	 	 	Name:  	Robert Weeden 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Hewett’s Island CLO III, Ltd.

By: CypressTree Investment Management Company, Inc.,

       As Portfolio Manager

 	 
	 	By:  	/s/ Robert Weeden
 	 
	 	 	Name:  	Robert Weeden 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Hewett’s Island CLO II, Ltd.

By: CypressTree Investment Management Company, Inc.,

       As Portfolio Manager

 	 
	 	By:  	/s/ Robert Weeden
 	 
	 	 	Name:  	Robert Weeden 	 
	 	 	Title:  	Managing Director 	 



 









 







	 	 	 	 	 
	 	National City bank, as a Lender

 	 
	 	By:  	/s/ Christian S. Brown
 	 
	 	 	Name:  	Christian S. Brown 	 
	 	 	Title:  	Vice President 	 
	 
	 	Dresdner Bank AG London Branch

 	 
	 	By:  	/s/ Jason Fu Callum McKain
 	 
	 	 	Name:  	Jason Fu 	 
	 	 	Title:  	Director
	 
	 	 	Name:  	
   Callum McKain
	 
	 	 	Title:  	
      Vice President 	 
	 
	 	Institutional Bank Loan Fixed Income

Fund of the Prudential Trust

Company collective Employee

Benefit Trust as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment
Management, Inc. as investment advisor 	 
	 	 	Name:  	Joseph Lemanowicz
 	 
	 	 	Title:  	
Principal 	 
	 
	 	THE PRUDENTIAL INSURANCE

COMPANY OF AMERICA, as a Lender

 	 
	 	By:  	/s/ Joseph Lemanowicz
 	 
	 	 	Prudential Investment
Management, Inc. as investment Advisor 	 
	 	 	Name:  	Joseph Lemanoicz
 	 
	 	 	Title:  	
Principal 	 



	 	 	 	 	 
	 	ORE HILL HUB FUND LTD.
 	 
	 	  	By: Ore Hill Partners LLC
 	 
	 	 	Its:   Investment Advisor 	 
	 	 	 	 
	 




 









 







	 	 	 	 	 
	 	By:  	                  /s/ Claude A. Baum
 	 
	 	 	Name:  	Claude A. Baum, Esq. 	 
	 	 	Title:  	General Counsel

Ore Hill Partners LLC 	 
	 
	 	TFP Royal Issuer, LLC, as Lender.

 	 
	 	By:  	/s/  Stephen Gloria
 	 
	 	 	Name:  	Stephen Gloria 	 
	 	 	Title:  	Director 	 
	 



BlackRock Senior High Income Fund, Inc.

Managed Account Series: High Income Portfolio

BlackRock Credit Investors Master fund II, L.P.

BlackRock Global Floating Rate Income Trust

BlackRock Defined Opportunity Credit Trust

BlackRock Strategic Bond Trust

BlackRock High Yield Trust

BlackRock Limited Duration Income Trust

BlackRock High Income Fund

BlackRock High Yield Bond Portfolio

BlackRock Senior Income Series

BlackRock Senior Income Series II

BlackRock Senior Income Series IV

BlackRock Senior Income Series V Limited

BlackRock High Income Portfolio of BlackRock Series Fund, Inc.

BlackRock High Income V.I. Fund of BlackRock Variable Series Funds, Inc.

California State Teachers’ Retirement System

BlackRock Corporate High Yield Fund, Inc.

BlackRock Corporate High Yield Fund III, Inc.

BlackRock Debt Strategies Fund, Inc.

BlackRock Diversified Income Strategies Fund, Inc.

Employees’ Retirement Fund of the City of Dallas

BlackRock Floating Rate Income Strategies Fund, Inc.

BlackRock Floating Rate Income Strategies Fund II, Inc.

BlackRock Global Investment Series: Corporate Loan Income Portfolio

BlackRock Global Investment Series: Income Strategies Portfolio

BlackRock High Income Shares

BlackRock Corporate High Yield Fund VI, Inc.

BlackRock corporate High Yield fund V, Inc.

LGT Multi Manager Bond High Yield (USD)

BlackRock Fixed Income Portable Alpha Master Series Trust

Senior Loan Portfolio




 









 





Magnetite V CLO, Limited

Master Senior Floating Rate Trust

MET Investors Series Trust — BlackRock High Yield Portfolio

Missouri State Employee’s Retirement System

The Galaxite Master Unit Trust

PNC Financial Services Group, Inc.

PPL Sercies Corporation Retirement Master Trust

BlackRock Senior Floating Rate Portfolio

Celfin Capital S.A. Adm. General de Fondos para Ultra Fondo de Inversion

BlackRock Credit Investors Master Fund, L.P.




	 	 	 	 	 
	 	as a Lender

 	 
	 	By:  	/s/ Robert Wartell
 	 
	 	 	Name:  	Robert Wartell 	 
	 	 	Title:  	Authorized Signatory