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Exhibit 99.2
FIRST AMENDMENT TO ASSET PURCHASE
AGREEMENT
This First Amendment to Asset
Purchase Agreement (the " Amendment "), dated as of
September 29, 2006, is by and between Dana Corporation, a
Virginia Corporation (" Debtor Seller ") and Hendrickson
USA, L.L.C., a Delaware limited liability company ("
Purchaser ").
W I T N E S S E T H :
WHEREAS, Debtor Seller and
Purchaser entered into that certain Asset Purchase Agreement, dated
as of September 11, 2006 (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. Termination Date .
The term "
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