SECOND
AMENDMENT TO ASSET PURCHASE AGREEMENT
This
Second Amendment to Asset Purchase Agreement (the “
Amendment ”), dated as of October 17, 2006, is by
and between Dana Corporation, a Virginia corporation (“
Debtor Seller ”), and Hendrickson USA, L.L.C., a
Delaware limited liability company (“ Purchaser
”).
WHEREAS,
Debtor Seller and Purchaser entered into that certain Asset
Purchase Agreement, dated as of September 11, 2006, as amended
by that certain First Amendment to Asset Purchase Agreement, dated
as of September 29, 2006, between Debtor Seller and Purchaser
(collectively, the “ Agreement ”), pursuant to
which Debtor Seller agreed to sell certain assets to Purchaser and
Purchaser agreed to purchase such assets from Debtor Seller, as
described in the Agreement; and
WHEREAS,
Debtor Seller and Purchaser desire to amend the Agreement to modify
certain provisions of the Agreement as set forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Defined Terms . All capitalized terms used but not defined
in this Amendment shall have the meaning assigned to them in the
Agreement.
2.
Purchase Price . The term “Purchase Price” in
Section 1.01 of the Agreement shall be amended in its entirety
to read ““ Purchase Price ” means
$20,740,000, plus or minus the adjustments made pursuant to
Section 3.02.”
3.
Termination Fee . The term “Termination F
