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Exhibit 99.3
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 ").
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, 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 ter
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