TERM FACILITY CREDIT AND GUARANTY AGREEMENT

Exhibit 10.5

EXECUTION COPY

 

 

TERM FACILITY CREDIT AND GUARANTY
AGREEMENT

Dated as of January 31, 2008

Among

DANA HOLDING CORPORATION,
as Borrower

and

THE GUARANTORS PARTY HERETO,

and

CITICORP USA, INC.
as Administrative Agent and Collateral Agent

and

THE INITIAL LENDERS AND THE OTHER LENDERS PARTY HERETO

LEHMAN BROTHERS INC.
as Syndication Agent

and

BARCLAYS CAPITAL
as Documentation Agent

CITIGROUP GLOBAL MARKETS, INC.,

and

LEHMAN BROTHERS INC.
as Joint Lead Arrangers

and

CITIGROUP GLOBAL MARKETS, INC.,
LEHMAN BROTHERS INC.

and

BARCLAYS BANK PLC
as Joint Bookrunners

 

 

TABLE OF CONTENTS

				Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01		Certain Defined Terms			2
Section 1.02		Computation of Time Periods			32
Section 1.03		Accounting Terms and Financial Determinations			32
Section 1.04		Terms Generally			32
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT
Section 2.01		The Term Advances			33
Section 2.02		Making the Advances			33
Section 2.03		[Reserved]			34
Section 2.04		Repayment of Term Advances			34
Section 2.05		Termination of Commitments			35
Section 2.06		Prepayments			35
Section 2.07		Interest			37
Section 2.08		Fees			38
Section 2.09		Conversion of Advances			38
Section 2.10		Increased Costs, Etc.			39
Section 2.11		Payments and Computations			40
Section 2.12		Taxes			41
Section 2.13		Sharing of Payments, Etc.			44
Section 2.14		Use of Proceeds			45
Section 2.15		Defaulting Lenders			47
Section 2.16		Evidence of Debt			47
Section 2.17		[Reserved]			47
Section 2.18		[Reserved]			47
Section 2.19		[Reserved]			47
Section 2.20		Replacement of Certain Lenders			47
ARTICLE III
CONDITIONS TO EFFECTIVENESS
Section 3.01		Conditions Precedent to the Closing Date			48
Section 3.02		Conditions Precedent to Each Borrowing			52

				Page
Section 3.03		Determinations Under Section 3.01			52
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01		Representations and Warranties of the Loan Parties			52
ARTICLE V
COVENANTS OF THE LOAN PARTIES
Section 5.01		Affirmative Covenants			57
Section 5.02		Negative Covenants			62
Section 5.03		Reporting Requirements			68
Section 5.04		Financial Covenant			71
Section 5.05		Monthly Financial Statements and Minimum EBITDA During Syndication			72
ARTICLE VI
EVENTS OF DEFAULT
Section 6.01		Events of Default			73
ARTICLE VII
THE AGENTS
Section 7.01		Appointment and Authorization of the Agents			75
Section 7.02		Delegation of Duties			76
Section 7.03		Liability of Agents			77
Section 7.04		Reliance by Agents			78
Section 7.05		Notice of Default			78
Section 7.06		Credit Decision; Disclosure of Information by Agents			78
Section 7.07		Indemnification of Agents			79
Section 7.08		Agents in Their Individual Capacity			79
Section 7.09		Successor Agent			81
Section 7.10		Administrative Agent May File Proofs of Claim			81
Section 7.11		Collateral and Guaranty Matters			82
Section 7.12		Other Agents; Arrangers and Managers			83
Section 7.13		Intercreditor Arrangements			83

				Page
ARTICLE VIII
SUBSIDIARY GUARANTY
Section 8.01		Subsidiary Guaranty			83
Section 8.02		Guaranty Absolute			84
Section 8.03		Waivers and Acknowledgments			85
Section 8.04		Subrogation			85
Section 8.05		Additional Guarantors			86
Section 8.06		Continuing Guarantee; Assignments			86
Section 8.07		No Reliance			87
Section 8.08		No Reliance			87
ARTICLE IX
[RESERVED]
ARTICLE X
MISCELLANEOUS
Section 10.01		Amendments, Etc.			87
Section 10.02		Notices, Etc.			89
Section 10.03		No Waiver; Remedies			91
Section 10.04		Costs, Fees and Expenses			91
Section 10.05		Right of Set-off			93
Section 10.06		Binding Effect			93
Section 10.07		Successors and Assigns			93
Section 10.08		Execution in Counterparts; Integration			97
Section 10.09		Confidentiality; Press Releases, Related Matters and Treatment of Information			97
Section 10.10		Patriot Act Notice			99
Section 10.11		Jurisdiction, Etc.			99
Section 10.12		Governing Law			100
Section 10.13		Waiver of Jury Trial			100

SCHEDULES

Schedule I		—		Commitments and Applicable Lending Offices
Schedule II		—		[Reserved]
Schedule III		—		Affiliated Transactions
Schedule V		—		Agreements with Negative Pledge Clauses
Schedule VI		—		[Reserved]
Schedule VII		—		Excluded Real Property
Schedule 1.01(a)		—		[Reserved]
Schedule 1.01(b)		—		[Reserved]
Schedule 1.01(c)		—		Surviving Debt
Schedule 4.01		—		Equity Investments; Subsidiaries
Schedule 4.01(i)		—		Disclosures
Schedule 4.01(m)		—		Environmental Matters
Schedule 4.01(r)		—		Owned Real Property
Schedule 4.01(s)		—		Leased Real Property - Lessee
Schedule 4.01(t)		—		Leased Real Property - Lessor
Schedule 5.01(u)		—		Post-Closing Obligations
Schedule 5.02(a)		—		Existing Liens
Schedule 5.02(b)		—		Existing Debt
Schedule 5.02(f)		—		Existing Investments
Schedule 5.02(n)		—		Permitted Sales and Lease Backs

EXHIBITS

Exhibit A		—		Form of Term Note
Exhibit B		—		Form of Notice of Borrowing
Exhibit C		—		Form of Assignment and Acceptance
Exhibit D-1		—		Form of Opinion of Jones Day
Exhibit D-2		—		Form of Opinion of Shumaker, Loop & Kendrick, LLP
Exhibit E		—		[Reserved]
Exhibit F		—		[Reserved]
Exhibit G		—		Form of Security Agreement
Exhibit H		—		Form of Guaranty Supplement
Exhibit I		—		[Reserved]
Exhibit J		—		[Reserved]
Exhibit K		—		Intercreditor Agreement
Exhibit L		—		Form of Solvency Certificate
Exhibit M		—		Form of Mortgage
Exhibit N		—		Form of Opinion of Local Counsel

TERM FACILITY CREDIT AND GUARANTY AGREEMENT

          TERM FACILITY CREDIT AND GUARANTY AGREEMENT (this “ Agreement ”) dated as of January 31, 2008 among DANA HOLDING CORPORATION, a Delaware corporation (the “ Borrower ”), and each of the direct and indirect subsidiaries of the Borrower signatory hereto (each, a “ Guarantor ”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “ Guarantors ”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and collectively with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “ Lenders ”), Citicorp USA, Inc. (“ CUSA ”), as administrative agent (or any successor appointed pursuant to Article VII, the “ Administrative Agent ”) for the Lenders and the other Secured Parties (each as hereinafter defined), CUSA as collateral agent (or any successor appointed pursuant to Article VII, the “ Collateral Agent ”) for the Lenders and the other Secured Parties, Citigroup Global Markets, Inc. (“ CGMI ”) and LEHMAN BROTHERS INC. (“ LBI ”) as joint lead arrangers (the “ Lead Arrangers ”), CGMI, LBI and BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC (“ Barclays ”), as joint bookrunners (the “ Joint Bookrunners ”), LBI, as syndication agent (the “ Syndication Agent ”) and Barclays, as documentation agent (the “ Documentation Agent ”).

PRELIMINARY STATEMENTS

          (1) Dana Corporation, a Virginia corporation (“ Dana Corporation ”), and certain of its subsidiaries (collectively, the “ Debtors ”) are debtors and debtors-in-possession in jointly administered cases, Case No. 06-10354 (BRL) (each a “ Case ” and collectively, the “ Cases ”) pending in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”) under Chapter 11 of the U.S. Bankruptcy Code (11 U.S.C. §§ 101 et seq.; the “ Bankruptcy Code ”). The Debtors will be reorganized pursuant to the Reorganization Plan (as hereinafter defined) and subject to the Confirmation Order (as hereinafter defined).

          (2) Pursuant to the Reorganization Plan, the Borrower, which is a newly formed Delaware corporation created in accordance with the Plan Documents (as hereinafter defined), will acquire, directly or indirectly, on the Plan Effective Date, substantially all of the assets and certain liabilities owned by the Debtors immediately prior to the effectiveness of the Reorganization Plan (the “ Dana Reorganization ”). Following the consummation of the Dana Reorganization, Dana Corporation will be merged with and into Dana Companies, LLC, a newly formed Virginia limited liability company (“ Old Dana ”) that will be owned by the Borrower, with Old Dana as the surviving entity.

          (3) In order to finance in part the distributions to be made under the Reorganization Plan, to pay the fees and expenses associated therewith and for working capital and general corporate purposes of the Borrower and its Subsidiaries (the “ Financing Requirements ”), the Borrower has requested that simultaneously with the consummation of the Reorganization Plan, the Lenders extend credit to the Borrower under credit facilities comprising (a) a senior secured first-lien asset based revolving credit facility in an aggregate principal amount of $650,000,000 and (b) a senior secured first-lien term facility, to be made available to

Dana—Term Facility and Guaranty Agreement

the Borrower on the date each Reorganization Plan becomes effective (the “ Plan Effective Date ”).

          (4) The Borrower intends to meet the balance of the Financing Requirements with the proceeds of not less than $790,000,000 in preferred equity of the Borrower being issued to, among others, Centerbridge Partners, L.P. (“ Centerbridge ”), pursuant to the Investment Agreement (the “ Centerbridge Investment Agreement ”) dated as of July 26, 2007 between Centerbridge and Dana Corporation.

          NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

          Section 1.01 Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

          “ ACH ” means automated clearinghouse transfers.

          “ Access Rights Agreement ” means that certain Access Rights Agreement by and between Dana Corporation and General Motors Company dated on or about September 14, 2007, a copy of which has been provided to the Administrative Agent prior to the Closing Date.

          “ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (i) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (ii) the acquisition or ownership of in excess of 50% of the Equity Interests in any Person, or (iii) the acquisition of another Person by a merger, consolidation, amalgamation or any other combination with such Person.

          “ Activities ” has the meaning specified in Section 7.08.

          “ Administrative Agent ” has the meaning specified in the recital of parties to this Agreement.

          “ Administrative Agent’s Account ” means the account of the Administrative Agent maintained by the Administrative Agent with Citibank, N.A. and identified to the Borrower and the Lenders from time to time.

          “ Advance ” means a Term Advance.

          “ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and

				Dana—Term Credit and Guaranty Agreement

policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

          “ Affiliated Lender ” has the meaning specified in the definition of “Eligible Assignee”.

          “ Agent Parties ” has the meaning specified in Section 10.02(c).

          “ Agent-Related Persons ” means, the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Agents and Affiliates.

          “ Agents ” means the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lead Arrangers.

          “ Agents Group ” has the meaning specified in Section 7.08.

          “ Agreement Value ” means, for each Hedge Agreement, on any date of determination, an amount equal to: (a) in the case of a Hedge Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc. (the “Master Agreement”), the amount, if any, that would be payable by any Loan Party or any of its Subsidiaries to its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement was being terminated early on such date of determination, (ii) such Loan Party or Subsidiary was the sole “Affected Party,” and (iii) the Administrative Agent was the sole party determining such payment amount (with the Administrative Agent making such determination pursuant to the provisions of the form of Master Agreement); (b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party to such Hedge Agreement based on the settlement price of such Hedge Agreement on such date of determination; or (c) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party to such Hedge Agreement determined as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of the future cash flows to be received by such Loan Party or Subsidiary pursuant to such Hedge Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement.

          “ Applicable Lending Office ” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

          “ Applicable Margin ” means 3.75% per annum, in the case of Eurodollar Rate Advances, and 2.75% per annum, in the case of Base Rate Advances.

          “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 

				Dana—Term Credit and Guaranty Agreement

          “ Asset Sale ” means any sale, lease, transfer or other disposition of property or series of related sales, leases, transfers or other dispositions of property by the Borrower and its Subsidiaries pursuant to clause (ix) of Section 5.02(g) that yields Net Cash Proceeds to the Borrower and its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $5,000,000 ( provided that the aggregate amount of all net cash proceeds excluded from the definition of “Asset Sale” pursuant to the foregoing threshold shall not exceed an aggregate amount of $25,000,000 in any Fiscal Year).

          “ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in accordance with Section 10.07 and in substantially the form of Exhibit C hereto.

          “ Bankruptcy Code ” has the meaning specified in the Preliminary Statements.

          “ Bankruptcy Court ” has the meaning specified in the Preliminary Statements and means the United States District Court for the Southern District of New York when such court is exercising direct jurisdiction over the Cases.

          “ Barclays ” has the meaning specified in the recital of parties to this Agreement.

          “ Base Rate ” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

          (a) the rate of interest announced publicly by Citibank, N.A. in New York, New York, from time to time, as Citibank N.A.’s base rate;

          (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by dividing (A) the latest three week moving average of secondary market morning offering rates in the United States for three month certificates of deposit of major United States money market banks, such three week moving average (adjusted to the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three week period ending on the previous Friday by Citibank N.A. on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank N.A. from three New York certificate of deposit dealers of recognized standing selected by Citibank N.A., by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three week period by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for Citibank N.A. with respect to liabilities consisting of or including (among other liabilities) three month U.S. dollar non personal time deposits in the United States, plus (iii) the average during such three week period of the annual assessment rates estimated by Citibank N.A. for determining the then current annual assessment payable by Citibank N.A. to the Federal Deposit Insurance Corporation (or any successor) for insuring U.S. dollar deposits in the United States; and

 

				Dana—Term Credit and Guaranty Agreement

          (c) ¹ / 2 of 1% per annum above the Federal Funds Rate.

          “ Borrower ” has the meaning specified in the recital of parties to this Agreement.

          “ Borrower’s Account ” means the account of the Borrower maintained by the Borrower and specified in writing to the Administrative Agent from time to time.

          “ Borrowing ” means a borrowing consisting of simultaneous Advances of the same Type made by the Lenders.

          “ Business Day ” means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

          “ Call Premium ” means (a) in the case of prepayments made on or prior to the first anniversary of the Closing Date, 102% of the principal amount prepaid and (b) in the case of prepayments made after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 101% of the principal amount prepaid.

          “ Capital Expenditures ” means, for any Person for any period, the sum (without duplication) of all expenditures made, directly or indirectly, by such Person or any of its Subsidiaries during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment on a Consolidated balance sheet of such Person. For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be.

          “ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

          “ Cases ” has the meaning specified in the Preliminary Statements.

          “ Cash Equivalents ” means any of the following, to the extent owned by any Loan Party free and clear of all Liens other than Liens created under the Collateral Documents or claims or Liens permitted pursuant to this Agreement and having a maturity of not greater than 12 months from the date of issuance thereof: (a) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, (b) certificates of deposit of or time deposits with any commercial bank that is a Lender or a member of the Federal Reserve System that issues (or the parent of which issues) commercial paper rated as described in clause (c), is organized under the laws of the United States or any state thereof and has combined capital and surplus of at least $500,000,000, (c) commercial paper in an aggregate amount of no more than $10,000,000 per issuer outstanding at any time, issued by any corporation organized under the laws of any state of the United States and rated at least “Prime 1” (or the then equivalent grade) by Moody’s or “A 1” (or the then equivalent

				Dana—Term Credit and Guaranty Agreement

grade) by S&P or (d) Investments, classified in accordance with GAAP, as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, or (e) offshore overnight interest bearing deposits in foreign branches of Citibank, N.A., any Lender or an Affiliate of a Lender.

          “ Cash Management Obligations ” means all Obligations of any Loan Party owing to a Lender (or a banking Affiliate of a Lender) in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any ACH transfers of funds.

          “ Centerbridge ” has the meaning specified in the Preliminary Statements.

          “ Centerbridge Investment Agreement ” has the meaning specified in the Preliminary Statements.

          “ CFC ” means any (i) Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of the Code section 957(a) and (ii) domestic Subsidiary the sole assets of which consist of the Equity Interests of any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of the Code section 957(a).

          “ CGMI ” has the meaning specified in the recital of parties to this Agreement.

          “ Change of Control ” means and shall be deemed to have occurred upon the occurrence of any of the following events: (i) any Person or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, and regulations promulgated thereunder), other than Centerbridge or any of its Affiliates, shall have acquired beneficial ownership of more than 40% of the outstanding Equity Interests in the Borrower and (ii) after the Closing Date, the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (A) nominated by the board of directors of the Borrower nor (B) appointed by the directors so nominated.

          “ Closing Date ” has the meaning specified in Section 3.01.

          “ CNAI ” means Citigroup North America, Inc.

          “ Collateral ” means all “Collateral” referred to in the Collateral Documents and all other property that is or is intended to be subject to any Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

          “ Collateral Agent ” has the meaning specified in the recital of parties to this Agreement.

          “ Collateral Documents ” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages and any other agreement that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

				Dana—Term Credit and Guaranty Agreement

          “ Commitment ” means a Term Commitment.

          “ Communications ” has the meaning specified in Section 10.02(b).

          “ Company Material Adverse Effect ” means any change, effect, event or condition that has had or could reasonably be expected to have a material adverse effect (a) on the business, results of operations or financial condition of Dana Corporation and its Subsidiaries, taken as a whole, or (b) that would prevent the Borrower from timely consummating the transactions contemplated hereby in all material respects; provided , however , that the definition of “Company Material Adverse Effect” does not include facts, circumstances, events, changes, effects or occurrences (i) generally affecting the industry in which Dana Corporation and its Subsidiaries or their customers operate, or the economy or the financial, credit or securities markets, in the United States or other countries in which Dana Corporation or its Subsidiaries operate, including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments in general, or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism (other than any of the foregoing that causes any damage or destruction to or renders physically unusable or inaccessible any facility or property of Dana Corporation or any of its Subsidiaries); (ii) reflecting or resulting from changes in law or GAAP (or authoritative interpretations thereof); (iii) to the extent resulting from the announcement of the New Equity Investment and the transactions contemplated thereby, including any lawsuit related thereto or any loss or threatened loss of or adverse change or threatened adverse change, in each case resulting there from, in the relationship of Dana Corporation or its Subsidiaries with its customers, suppliers, employees or others; (iv) resulting from changes in the market price or trading volume of Dana Corporation securities, provided that the exceptions in this clause (iv) are strictly limited to any such change or failure in and of itself and will not prevent or otherwise affect a determination that any fact, circumstance, event, change, effect or occurrence underlying such change or such failure has resulted in, or contributed to a Company Material Adverse Effect; (v) resulting from the suspension of trading in securities generally on any U.S. national securities exchange; or (vi) resulting from changes in the pool of claims (as such term is defined in Section 1.01(5) of the Bankruptcy Code); except to the extent that, with respect to clauses (i) and (ii), the impact of such fact, circumstance, event, change, effect or occurrence is disproportionately adverse to Dana Corporation and its Subsidiaries, taken as a whole, as compared to other Persons engaged in the industries in which the Loan Parties compete.

          “ Confidential Information ” means any and all material non-public information delivered or made available by any Loan Party or any Subsidiary of a Loan Party relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is or has been made available publicly by a Loan Party or any Subsidiary thereof.

          “ Confidential Information Memorandum ” means the confidential information memorandum that will be used by the Lead Arrangers in connection with the syndication of the Commitments.

          “ Confirmation Order ” shall have the meaning specified in Section 3.01(a).

				Dana—Term Credit and Guaranty Agreement

          “ Consolidated ” refers to the consolidation of accounts in accordance with GAAP.

          “ Consolidated Funded Debt ” means, with respect to the Borrower and its Subsidiaries, at any date of determination, the sum of (i) all items that, in accordance with GAAP, would be classified as indebtedness on a Consolidated balance sheet of the Borrower and its Subsidiaries at such date and (ii) without duplication, Capitalized Leases.

          “ Consolidated Interest Expense ” means, with respect to the Borrower and its Subsidiaries for any period, total interest expense (including that attributable to Capitalized Leases in accordance with GAAP) with respect to all outstanding Debt, including, without limitation, the Obligations owed with respect thereto, but excluding (i) any interest not currently payable in cash with respect to such period and (ii) any non-cash amortization or write-down of any deferred financing fees or amortization of original issue discount of any Debt, all as determined on a Consolidated basis in accordance with GAAP. For purposes of the foregoing, interest expense of the Borrower and its Subsidiaries shall be determined after giving effect to any net payments made or received by the Borrower and its Subsidiaries with respect to interest rate Hedging Agreements.

          “ Conversion ”, “ Convert ” and “ Converted ” each refers to the conversion of Advances from one Type to Advances of the other Type.

          “ Credit Card Program ” means the (i) Citibank Business Card Purchasing Card Agreement, dated August 31, 1994, between Citibank (South Dakota), N.A. and Dana Corporation, (ii) Citibank Purchasing Card Agreement, dated January 18, 2005, between Citibank International plc and Dana Corporation, and (iii) Citibank Corporate Card Agreement, dated January 24, 2005, between Citibank International plc and Dana Corporation, each as amended, restated, or otherwise modified from time to time, or any replacement of any of the foregoing or any additional credit card programs for the same or substantially similar purposes; provided that the aggregate principal amount of Debt outstanding with respect to clauses (i), (ii) and (iii) shall not exceed $25,000,000.

          “ CUSA ” has the meaning specified in the recital of parties to this Agreement.

          “ Dana Reorganization ” has the meaning specified in the Preliminary Statements to this Agreement.

          “ DCC ” means Dana Credit Corporation, a Delaware corporation.

          “ DCC Entity ” means DCC or any of its Subsidiaries.

          “ Debt ” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such

				Dana—Term Credit and Guaranty Agreement

Person as lessee under Capitalized Leases, (f) all reimbursement obligations, whether contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities, (g) all mandatory obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in cash in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of Redeemable Preferred Interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all obligations of such Person in respect of Hedge Agreements, valued at the Agreement Value thereof, (i) all Guarantee Obligations and Synthetic Debt of such Person and (j) all indebtedness and other payment Obligations referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment Obligations. The amount of any Debt related to clause (j) above shall be deemed to be equal to the lesser of (a) the amount of such Debt so secured or (b) the fair market value of the property subject to such Lien.

          “ Debtor Relief Laws ” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

          “ Default ” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

          “ Defaulted Advance ” means, with respect to any Lender at any time, the portion of any Advance required to be made by such Lender to the Borrower pursuant to Section 2.01 or 2.02 at or prior to such time which has not been made by such Lender or by the Administrative Agent for the account of such Lender pursuant to Section 2.02(e) as of such time. In the event that a portion of a Defaulted Advance shall be deemed made pursuant to Section 2.15(a), the remaining portion of such Defaulted Advance shall be considered a Defaulted Advance originally required to be made pursuant to Section 2.01 on the same date as the Defaulted Advance so deemed made in part.

          “ Defaulted Amount ” means, with respect to any Lender at any time, any amount required to be paid by such Lender to the Administrative Agent or any other Lender hereunder or under any other Loan Document at or prior to such time which has not been so paid as of such time, including, without limitation, any amount required to be paid by such Lender to (a) the Administrative Agent pursuant to Section 2.02(e) to reimburse the Administrative Agent for the amount of any Advance made by the Administrative Agent for the account of such Lender, (b) any other Lender pursuant to Section 2.13 to purchase any participation in Advances owing to such other Lender and (c) the Administrative Agent pursuant to Section 7.07 to reimburse the Administrative Agent for such Lender’s ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided therein. In the event that a portion of a Defaulted Amount shall be deemed paid pursuant to Section 2.15(b), the remaining portion of such Defaulted Amount shall be considered a Defaulted Amount originally required to be paid

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hereunder or under any other Loan Document on the same date as the Defaulted Amount so deemed paid in part.

          “ Defaulting Lender ” means, at any time, any Lender that, at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take any action or be the subject of any action or proceeding under any Debtor Relief Law.

          “ DIP Credit Agreement ” means the Amended and Restated Senior Secured Superpriority Debtor in Possession Credit Agreement dated as of April 13, 2006, as amended by Amendment No. 1 dated as of January 25, 2007, among Dana Corporation, as borrower, the guarantors party thereto, Citicorp North America, Inc., as administrative agent, and the lenders party thereto.

          “ Disqualified Capital Stock ” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) is mandatorily redeemable in whole or in part prior to the Maturity Date, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for Debt or any Equity Interest referred to in (a) above prior to the Maturity Date, or (c) contains any mandatory repurchase obligation which comes into effect prior to the Maturity Date, provided that any Equity Interest that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interest is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interest upon the occurrence of a Change of Control shall not constitute Disqualified Capital Stock.

          “ Documentation Agent ” has the meaning specified in the recital of parties to this Agreement.

          “ Dollar ” means the lawful currency of the United States.

          “ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, as the case may be, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

          “ Dong Feng ” means Dongfeng Dana Axle Company Limited (Business License Registration Number 4206001351648), a Sino-foreign joint venture enterprise with limited liability duly formed under the laws of the Peoples Republic of China, with its legal address at 10th Floor, Torch Building, Hi-Tech Industry Development Zone, Xiangfan Municipality, Hubei Province, PRC. Pursuant to that certain Sale and Asset Purchase Agreement, dated as of March 10, 2005, as amended March 14, 2007, the equity of Dong Feng is owned by Dongfeng Motor Co., Ltd (75.23%), Dongfeng (Shiyan) Industrial Company (10.96%), Dongfeng Motor Corporation (9.81%) and Dana Mauritius (4%).

          “ Earn-Out Obligations ” means purchase price adjustments, earnouts and similar obligations, in each case, with respect to any Permitted Acquisition.

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          “ 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 $100,000,000 in Fiscal Year 2008, an amount not to exceed $50,000,000 in the aggregate in any other Fiscal Year and an amount not to exceed $170,000,000 in the aggregate during the term of this Agreement, 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) without duplication, net losses from discontinued operations, (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, and (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 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) net income from discontinued operations, (ii) earnings of affiliates accounted for on an equity basis, (iii) interest income, (iv) any income or gain associated with the Agreement Value of Hedge Agreements, and (v) non-cash currency income or gains on intercompany loans or advances.

          “ ECF Percentage ” shall mean, with respect to any Fiscal Year, 50%, provided , that the ECF Percentage shall be reduced to 25%, if the Total Leverage Ratio, as of the last day of the last Fiscal Quarter of such Fiscal Year, is less than 2.0 to 1.00.

          “ Eligible Assignee ” means with respect to any Facility, (i) a Lender; (ii) an Affiliate of a Lender; (iii) an Approved Fund; and (iv) any other Person (other than an individual) approved by the Administrative Agent; provided , however , that no Loan Party (or any Affiliate of a Loan Party) shall qualify as an Eligible Assignee under this definition. Notwithstanding the foregoing, assignments to an Affiliate of a Loan Party shall be permitted so long as (A) the aggregate amount of Commitments of such assignee immediately after giving effect to such assignment is less than 10% of the then outstanding aggregate principal amount of Advances and (B) such assignee agrees in writing not to exercise any of the rights and obligations afforded to an Eligible Assignee pursuant to Section 10.01 (any such assignee being referred to herein as an “ Affiliated Lender ”).

          “ Environmental Action ” means any action, suit, written demand, demand letter, written claim, written notice of noncompliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit, any Hazardous Material, or arising from alleged injury or threat to public or employee health or safety, as such relates to the actual or alleged exposure to Hazardous Material, or to the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response,

				Dana—Term Credit and Guaranty Agreement

remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

          “ Environmental Law ” means any applicable federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction or decree, or judicial or agency interpretation, relating to pollution or protection of the environment, public or employee health or safety, as such relates to the actual or alleged exposure to Hazardous Material, or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

          “ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

          “ Equity Interests ” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized on any date of determination.

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

          “ ERISA Affiliate ” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan Party (other than an Excluded Subsidiary), or under common control with any Loan Party (other than an Excluded Subsidiary), within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

          “ ERISA Event ” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any ERISA Plan unless the 30 day notice requirement with respect to such event has been waived by the PBGC or (ii) the requirements of subSection (1) of Section 4043(b) of ERISA (without regard to subSection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of an ERISA Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such ERISA Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to an ERISA Plan; (c) the provision by the administrator of any ERISA Plan of a notice of intent to terminate such ERISA Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in

				Dana—Term Credit and Guaranty Agreement

Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any ERISA Plan; (g) the adoption of an amendment to an ERISA Plan requiring the provision of security to such ERISA Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate an ERISA Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such ERISA Plan.

          “ ERISA Plan ” means a Single Employer Plan or a Multiple Employer Plan.

          “ Euro ” means the single currency of Participating Member States of the European Union.

          “ Eurodollar Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, as the case may be, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

          “ Eurodollar Rate ” means, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period ( provided that, if for any reason such rate is not available, the term “Eurodollar Rate” means, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period); provided , however , if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates) by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period; notwithstanding the calculation of Eurodollar Rate set forth herein, for all purposes set forth in the Loan Documents, except for purposes of determining Consolidated Interest Expense, for the first twenty-four months immediately following the Closing Date the applicable Eurodollar Rate shall be no less than 3.00%.

          “ Eurodollar Rate Advance ” means an Advance that bears interest as provided in Section 2.07(a)(ii).

          “ Eurodollar Rate Reserve Percentage ” for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve
  

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System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

          “ European Subsidiaries ” means the European subsidiaries of the Borrower party to the Existing Receivables Facility, whether now existing or hereafter formed.

          “ Events of Default ” has the meaning specified in Section 6.01.

          “ Excess Cash Flow ” means, for any period, without duplication, the excess, if any, of (a) the sum, determined on a Consolidated basis, of (i) net income (or net loss), (ii) the amount of non-cash charges (including depreciation and amortization) deducted in arriving at such net income (or net loss) for such period and (iii) to the extent included in the calculation of net income for such period, any loss on the sale of assets or any loss associated with stock options or restricted options, over (b) the sum, determined on a Consolidated basis, of (i) the amount of non-cash credits in accordance with GAAP included in arriving at such net income (or net loss) for such period, (ii) the unfinanced portion of all of Capital Expenditures of the Borrower and its Subsidiaries during such period (excluding the principal amount of Debt incurred in connection with such expenditures), (iii) the aggregate amount of all regularly scheduled principal payments of long-term Debt of the Borrower and its Subsidiaries made during such period (other than payments in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (iv) the aggregate amount of cash paid by the Borrower and its Subsidiaries for Restructuring Charges during such period, (vi) aggregate amount of expenditures made by the Borrower and its Subsidiaries during such period to the extent directly related to Investments made by the Borrower and its Subsidiaries after the Closing Date pursuant to Section 5.02(f)(xiv) but only to the extent that such expenditures are directly associated with Dong Feng and Permitted Acquisitions, in each case to the extent made with internally generated cash, (vii) the amount of Restricted Payments made pursuant to Section 5.02(d), and (vii) to the extent included in the calculation of net income for such period, any gain on the sale of assets or any gain associated with stock options or restricted options, the payment of any fees or expenses associated with the entering into the Loan Documents and the Revolving Facility Loan Documents to the extent capitalized.

Notwithstanding the foregoing, the calculation of Excess Cash Flow for the Fiscal Year ended December 31, 2008 shall be calculated for the period from February 1, 2008 through December 31, 2008.

          “ Excluded Earn-Out Obligations ” means Earn-Out Obligations (a) incurred in connection with any Permitted Acquisition in an amount which, taken together with all existing Earn-Out Obligations, does not exceed 25% of the future EBITDA attributable to such acquired Person or Persons determined after giving effect to such Permitted Acquisition and (b) subject to terms pursuant to which payments in respect thereof during the occurrence and continuance of an Event of Default may accrue, but shall not be payable in cash during such period, but may be payable in cash upon the cure or waiver of such Event of Default.

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          “ Excluded Real Property ” means each parcel of real property set forth on Schedule VII.

          “ Excluded Subsidiaries ” means each DCC Entity and Old Dana and each of its Subsidiaries following the consummation of the Dana Reorganization.

          “ Existing Debt ” means Debt of each Loan Party and its Subsidiaries outstanding immediately before the occurrence of the Closing Date.

          “ Existing Receivables Facility ” means the sale and securitization of certain accounts receivables of the European Subsidiaries pursuant to the (a) a Receivables Loan Agreement, dated as of July 18, 2007, between Dana Europe Financing (Ireland) Limited, a limited liability company organized under the laws of Ireland as a special purpose entity to purchase the transferred receivables, and GE Leveraged Loans Limited that provides for a five-year accounts receivable securitization facility under which € 170 million in financing will be available to those European Subsidiaries, and (b) receivables purchase agreements and related agreements, as applicable, pursuant to which the European Subsidiaries, directly or indirectly, sell certain accounts receivables to Dana Europe Financing (Ireland) Limited.

          “ Facility ” means the Term Facility.

          “ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

          “ Fee Letter ” means the fee letter dated November 27, 2007 among the Borrower, the Initial Lenders and the Lead Arrangers, as amended.

          “ Financing Requirements ” has the meaning specified in the Preliminary Statements.

          “ Fiscal Quarter ” means any fiscal quarter of any Fiscal Year, which quarter shall end on the last day of each March, June, September and December of such Fiscal Year in accordance with the fiscal accounting calendar of the Borrower and its Subsidiaries.

          “ Fiscal Year ” means a fiscal year of the Borrower and its Subsidiaries ending on December 31.

          “ Foreign Subsidiary ” means, at any time, any of the direct or indirect Subsidiaries of the Borrower that are organized outside of the laws of the United States, any state thereof or the District of Columbia at such time.

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          “ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

          “ GAAP ” has the meaning specified in Section 1.03.

          “ Getrag Sale ” means the option in favor of GETRAG Getriebe-und Zahnradfabrik Hermann Hagenmeyer GmbH & Cie KG, or its delegate, to acquire a share, owned by Dana Corporation (or its assign), in the nominal value of EUR 1,050,000 in GETRAG DANA Holding GmbH, a German limited liability company with a total share capital of EUR 2,500,000, registered in the commercial register of the local court (Amtsgericht) Stuttgart under HRB 108407, pursuant to that certain Axle Agreement by and among GETRAG US Holding GmbH, GETRAG and Dana Corporation as of August 24, 2007, as amended, as set forth in the deeds, role of deeds numbers 817/2007 and 818/2007, of the notary Dr. Karl-Heinz Klett registered in Stuttgart, Germany, as last amended by the Amendment No. 1 of September 27, 2007, as set forth in the deed, role of deeds no 918/2007, of the notary Dr. Karl-Heinz Klett.

          “ Granting Lender ” has the meaning specified in Section 10.07(k).

          “ Guarantee Obligation ” means, with respect to any Person, any Obligation or arrangement of such Person to guarantee or intended to guarantee any Debt (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co making, discounting with recourse or sale with recourse by such Person of the primary obligation of a primary obligor, (b) the Obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Guarantee Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

          “ Guaranteed Obligations ” has the meaning specified in Section 8.01.

          “ Guarantor ” has the meaning specified in the recital of parties to this Agreement.

          “ Guaranty ” has the meaning specified in Section 8.01.

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          “ Hazardous Materials ” means (a) petroleum or petroleum products, by products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls, mold and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous, toxic or words of similar import under any Environmental Law.

          “ Hedge Agreements ” means interest rate swaps, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other hedging agreements.

          “ Hedge Bank ” means any Lender or an Affiliate of a Lender in its capacity as a party to a Secured Hedge Agreement; provided that in the case of any Secured Hedge Agreement entered into pursuant to Section 5.01(t), such relevant Lender (or such Affiliate) provided a Term Commitment of at least $15,000,000 during the primary syndication of the Term Facility.

          “ Indemnified Liabilities ” has the meaning specified in Section 10.04(b).

          “ Indemnitees ” has the meaning specified in Section 10.04(b).

          “ Informational Website ” has the meaning specified in Section 5.03.

          “ Initial Extension of Credit ” means the initial Borrowing.

          “ Initial Lenders ” means the banks, financial institutions and other institutional lenders listed on the signature pages hereof; provided that any such bank, financial institution or other institutional lender shall cease to be an Initial Lender on any date on which it ceases to have a Commitment.

          “ Insufficiency ” means, with respect to any ERISA Plan, the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.

          “ Intellectual Property Security Agreement ” has the meaning specified in Section 3.01(a)(iii)(D).

          “ Intercreditor Agreement ” means an Intercreditor Agreement dated as of the Closing Date by and among the Collateral Agent, the collateral agent in respect of the Revolving Credit Facility and the Loan Parties, substantially in the form of Exhibit K hereto.

          “ Interest Coverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated EBITDA of the Borrower for such Test Period to (b) Consolidated Interest Expense of the Borrower for such Test Period.

          “ Interest Period ” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower

				Dana—Term Credit and Guaranty Agreement

pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three, six months (or, if consented to by all Lenders, nine months or twelve months), as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided , however , that:

          (a) the Borrower may not select any Interest Period with respect to any Eurodollar Rate Advance under a Facility that ends after any principal repayment installment date for such Facility unless, after giving effect to such selection, the aggregate principal amount of Base Rate Advances and of Eurodollar Rate Advances having Interest Periods that end on or prior to such principal repayment installment date for such Facility shall be at least equal to the aggregate principal amount of Advances under such Facility due and payable on or prior to such date;

          (b) Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration;

          (c) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided , however , that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

          (d) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

          “ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

          “ Investment ” means, with respect to any Person, (a) any direct or indirect purchase or other acquisition (whether for cash, securities, property, services or otherwise) by such Person of, or of a beneficial interest in, any Equity Interests or Debt of any other Person, (b) any direct or indirect purchase or other acquisition (whether for cash, securities, property, services or otherwise) by such Person of all or substantially all of the property and assets of any other Person or of any division, branch or other unit of operation of any other Person, and (c) any direct or indirect loan, advance, other extension of credit or capital contribution by such Person to, or any other investment by such Person in, any other Person (including, without limitation, any arrangement pursuant to which the investor incurs indebtedness of the types referred to in clause (i) or (j) of the definition of “Debt” set forth in this Section 1.01 in respect of such other Person).

          “ Joint Bookrunners ” has the meaning specified in the recitals of parties to this Agreement.

          “ LBI ” has the meaning specified in the recital of parties to this Agreement.

				Dana—Term Credit and Guaranty Agreement

          “ Lead Arrangers ” has the meaning specified in the recital of parties to this Agreement.

          “ Lenders ” has the meaning specified in the recital of parties to this Agreement. For purposes of Section 10.01 (and any other provisions requiring the consent or approval of the Lenders set forth herein), the definition of “Lenders” shall exclude Affiliated Lenders.

          “ Lien ” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

          “ Loan Documents ” means (i) this Agreement, (ii) the Notes, if any, (iii) the Collateral Documents, (iv) the Fee Letter, (v) solely for purposes of the Collateral Documents, each Secured Hedge Agreement, (vi) the Intercreditor Agreement and (vii) any other document, agreement or instrument executed and delivered by a Loan Party in connection with the Term Facility, in each case as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

          “ Loan Parties ” means, collectively, the Borrower and the Guarantors.

          “ Margin Stock ” has the meaning specified in Regulation U.

          “ Material Adverse Change ” means any event or occurrence that has resulted in or would reasonably be expected to result in any material adverse change in the business, financial or other condition, operations or properties of the Borrower and its Subsidiaries, taken as a whole (other than events publicly disclosed prior to the commencement of the Cases and the commencement and continuation of the Cases and the consequences that would normally result therefrom); provided that events, developments and circumstances disclosed in public filings and press releases of the Borrower and any other events of information made available in writing to the Lead Arrangers, in each case at least three days prior to the Closing Date, shall not be considered in determining whether a Material Adverse Change has occurred, although subsequent events, developments and circumstances relating thereto may be considered in determining whether or not a Material Adverse Change has occurred.

          “ Material Adverse Effect ” means a material adverse effect on (a) the business, financial or other condition, operations or properties of the Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender under any Loan Document or (c) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is or is to be a party; provided that events, developments and circumstances disclosed in public filings and press releases of the Borrower and any other events of information made available in writing to the Lead Arrangers, in each case at least three days prior to the Closing Date, shall not be considered in determining whether a Material Adverse Effect has occurred, although subsequent events, developments and circumstances relating thereto may be considered in determining whether or not a Material Adverse Effect has occurred.

          “ Material Real Property ” means any (i) parcel of real property having a fair market value in excess of $1,000,000 and (ii) leasehold properties (x) that are greater than

				Dana—Term Credit and Guaranty Agreement

100,000 square feet, (y) the annual rental payments with respect to such leasehold property are greater than $5,000,000 and (z) the term of such leasehold property expires after the Maturity Date; provided ; that real property excluded in the definition of Material Subsidiary shall not be deemed Material Real Property. Notwithstanding the forgoing, the definition of Material Real Property shall exclude the Excluded Real Property.

          “ Material Subsidiary ” means, on any date of determination, any Subsidiary of the Borrower that, on such date, has (i) assets with a book value equal to or in excess of $5,000,000, (ii) annual net income in excess of $5,000,000 or (iii) liabilities in an aggregate amount equal to or in excess of $5,000,000; provided , however , that in no event shall all Subsidiaries of the Borrower that are not Material Subsidiaries have (i) in the case of all such Subsidiaries organized under the laws of a jurisdiction located within the United States (A) assets with an aggregate book value in excess of $5,000,000, (B) aggregate annual net income in excess of $5,000,000 or (C) liabilities in an aggregate amount in excess of $5,000,000 and (ii) in the case of all such Subsidiaries (A) assets with an aggregate book value in excess of $20,000,000, (B) aggregate annual net income in excess of $20,000,000 or (C) liabilities in an aggregate amount in excess of $20,000,000.

          “ Maturity Date ” means the date that is seven years following the Closing Date.

          “ Moody’s ” means Moody’s Investor Services, Inc.

          “ Mortgages ” shall mean deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust substantially in the form of Exhibit M hereto (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and otherwise in form and substance satisfactory to the Administrative Agent, pursuant to which, among other things, a Loan Party owning or leasing real property grants a Lien on such real property securing the Secured Obligations to the Administrative Agent (or Collateral Agent) for its own benefit and the benefit of the other Secured Parties.

          “ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

          “ Multiple Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained within any of the preceding five plan years and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

          “ Net Cash Proceeds ” means:

          (a) with respect to any Asset Sale or Recovery Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Asset Sale or Recovery Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so

				Dana—Term Credit and Guaranty Agreement

received) over (ii) the sum of (A) the principal amount of any Debt (other than Debt under the Loan Documents) that is secured by any such asset and that is required to be repaid in connection with such Asset Sale or Recovery Event, (B) in the case of Net Cash Proceeds received by a Foreign Subsidiary, the principal amount of any Debt of Foreign Subsidiaries permanently prepaid or repaid with such proceeds, (C) the reasonable and customary out-of-pocket costs, fees (including investment banking fees), commissions, premiums and expenses incurred by the Borrower or its Subsidiaries, and (D) federal, state, provincial, foreign and local taxes reasonably estimated (on a Consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith; provided , however , that Net Cash Proceeds shall not include the first $100,000,000 of net cash receipts received after the Closing Date from sales, leases, transfers or other dispositions of assets by Foreign Subsidiaries permitted by Section 5.02(g)(ix); and

          (b) with respect to the sale or issuance of any Equity Interests by any Loan Party or any of its Subsidiaries, or the incurrence or issuance of any Debt by any Loan Party or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable out-of-pocket fees and expenses, incurred by such Loan Party or such Subsidiary in connection therewith.

          “ New Equity Investment ” means the new preferred Equity Interests to be issued in connection with the Plan.

          “ Non-Consenting Lender ” shall have the meaning specified in Section 10.01.

          “ Non-Loan Party ” means any Subsidiary of a Loan Party that is not a Loan Party.

          “ Note ” means a promissory note of the Borrower payable to the order of any Lender, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Term Advances made by such Lender.

          “ Notice of Borrowing ” has the meaning specified in Section 2.02(a).

          “ Notice of Default ” has the meaning specified in Section 7.05.

          “ Obligation ” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding under any Debtor Relief Law. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender , in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

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          “ Old Dana ” has the meaning specified in the Preliminary Statements.

          “ Other Taxes ” has the meaning specified in Section 2.12(b).

          “ Outstanding Amount ” means with respect to Advances on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Advances, as the case may be, occurring on such date.

          “ Participating Member States ” has the meaning given to it in Council Regulation EC No. 1103/97 of 17 June 1997 made under Article 235 of the Treaty on European Union.

          “ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001.

          “ PBGC ” means the Pension Benefit Guaranty Corporation (or any successor).

          “ Permitted Acquisition ” means any Acquisition by the Borrower or any of its Subsidiaries; provided that (A) such Acquisition shall be in property and assets which are part of, or in lines of business that are, substantially the same lines of business as (or ancillary to) one or more of the businesses of the Borrower and its Subsidiaries in the ordinary course; (B) any determination of the amount of consideration paid in connection with such investment shall include all cash consideration paid, including Earn-Out Obligations (other than Excluded Earn-Out Obligations), the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such investment, and the principal amount of all assumptions of debt, liabilities and other obligations in connection therewith; and (C) immediately before and immediately after giving effect to such Acquisition, (1) no Default or Event of Default shall have occurred and be continuing and (2) the Borrower and its Subsidiaries shall be in pro forma compliance with all of the financial covenants set forth in Section 5.04 hereof (compliance with this clause (2) shall be determined, in the case of any Permitted Acquisition in excess of $20,000,000, on the basis of audited financial statements (or, if such audited financial statements are unavailable, other historical financial information reasonably acceptable to the Administrative Agent) for such investment as though such investment had been consummated as of the first day of the fiscal period).

          “ Permitted Lien ” means (i) liens in favor of the Administrative Agent and/or the Collateral Agent for the benefit of the Secured Parties and the other parties intended to share the benefits of the Collateral granted pursuant to any of the Loan Documents; (ii) liens for taxes and other obligations or requirements owing to or imposed by governmental authorities existing or having priority, as applicable, by operation of law which in either case (A) are not yet overdue or (B) are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted so long as appropriate reserves in accordance with GAAP shall have been made with respect to such taxes or other obligations; (iii) statutory liens of banks and other financial institutions (and rights of set-off), (iv) statutory liens of landlords, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other liens imposed by law (other than any such lien imposed pursuant to Section 430(k) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (A) for amounts not yet

Dana—Term Credit and Guaranty Agreement

overdue or (B) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (v) liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (vi) liens, pledges and deposits to secure the performance of tenders, statutory obligations, performance and completion bonds, surety bonds, appeal bonds, bids, leases, licenses, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations; (vii) easements, rights-of-way, zoning restrictions, licenses, encroachments, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business, in each case that were not incurred in connection with and do not secure Debt and do not materially and adversely affect the use of the property encumbered thereby for its intended purposes; (viii) (A) any interest or title of a lessor under any lease by the Borrower or any Subsidiary of the Borrower and (B) any leases or subleases by the Borrower or any Subsidiary of the Borrower to another Person(s) in the ordinary course of business do not materially and adversely affect the use of the property encumbered thereby for its intended purposes; (ix) liens solely on any cash earnest money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement entered into in connection with a Permitted Acquisition or another Investment permitted hereunder; (x) the filing of precautionary UCC financing statements relating to leases entered into in the ordinary course of business and the filing of UCC financing statements by bailees and consignees in the ordinary course of business; (xi) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (xii) leases and subleases or licenses and sublicenses of patents, trademarks and other intellectual property rights granted by the Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of the Borrower or such Subsidiary; (xiii) liens arising out of judgments not constituting an Event of Default hereunder; (xiv) liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds and products thereof; (xv) any right of first refusal or first offer, redemption right, or option or similar right in respect of any capital stock owned by the Borrower or any Subsidiary of the Borrower with respect to any joint venture or other Investment, in favor of any co-venturer or other holder of capital stock in such investment; and (xvi) Liens in favor of the Revolving Facility Administrative Agent and/or the “Collateral Agent” under the Revolving Credit Facility for the benefit of the secured parties and the other parties intended to share the benefits of the Collateral granted pursuant to any of the Revolving Facility Loan Documents, and (xvii) Permitted Encumbrances (as defined in the Mortgage).

          “ Permitted Refinancing ” with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Debt of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Debt so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of the

Dana—Term Credit and Guaranty Agreement

Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Debt being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being modified, refinanced, refunded, renewed or extended, taken as a whole, (d) the terms and conditions (including, if applicable, as to Collateral) of any such modified, refinanced, refunded, renewed or extended Debt are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Debt being modified, refinanced, refunded, renewed or extended and (e) at the time thereof, no Event of Default shall have occurred and be continuing.

          “ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

          “ Plan Documents ” shall have the meaning specified in Section 3.01(a).

          “ Plan Effective Date ” has the meaning specified in the Preliminary Statements.

          “ Platform ” has the meaning specified in Section 10.02(b).

          “ Preferred Interests ” means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

          “ Pro Forma Transaction ” means (a) any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Debt and (b) any sale, lease, transfer or other disposition made in accordance with Section 5.2(g) hereof.

          “ Pro Rata Share ” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Commitment (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s Commitment as in effect immediately prior to such termination) under the applicable Facility or Facilities at such time and the denominator of which is the amount of such Facility or Facilities at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the amount of such Facility or Facilities as in effect immediately prior to such termination).

          “ Projections ” has the meaning specified in Section 5.03(d).

          “ Properties ” means the properties listed on Schedule 4.01(r), Schedule 4.01(s) and Schedule 4.01(t) hereto.

          “ Real Estate Closing Deliverables ” means the delivery of Mortgages covering the Properties duly executed by the appropriate Loan Party, together with:

Dana—Term Credit and Guaranty Agreement

          (a) evidence, using commercially reasonable efforts that counterparts of the Mortgages have been duly executed, acknowledged and delivered on or before the Closing Date (or such later date as may be specified in Schedule 5.01(u)) and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien (subject to Permitted Liens) on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been or, contemporaneous with the recording of such Mortgage, will be, paid,

          (b) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “ Mortgage Policies ”) in form and substance, with endorsements (including zoning endorsements) and in amount acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the real property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable and with respect to any Property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resource Corporation in each case reasonably satisfactory to the Administrative Agent,

          (c) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated a recent date reasonably acceptable to the Administrative Agent certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the real property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than Permitted Encumbrances (as defined in the Mortgage) and other defects reasonably acceptable to the Administrative Agent,

          (d) estoppel and consent agreements, in form and substance satisfactory to the Administrative Agent, executed by each of the lessors of the leased real properties listed on Schedule 4.01(t) hereto, along with (x) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (y) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (z) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to the Administrative Agent,

Dana—Term Credit and Guaranty Agreement

          (e) without duplication of the opinions of counsel provided pursuant to Section 3.01(a)(xi), favorable opinions of local counsel for the Loan Parties (i) in states in which the Material Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings substantially in the form of Exhibit N hereto, and otherwise in form and substance reasonably satisfactory to the Administrative Agent and (ii) in states in which the Loan Parties party to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the granting of the Mortgages, in form and substance satisfactory to the Administrative Agent, and

          (f) such other consents, agreements and confirmations of lessors and third parties as the Administrative Agent may deem necessary or desirable and evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken.

          “ Recovery Event ” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any of its Subsidiaries.

          “ Redeemable ” means, with respect to any Equity Interest, Debt or other right or Obligation, any such right or Obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

          “ Register ” has the meaning specified in Section 10.07(d).

          “ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

          “ Reinvestment Deferred Amount ” shall mean, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection therewith that are not applied to prepay the Term Advances pursuant to Section 2.06(b) as a result of the delivery of a Reinvestment Notice.

          “ Reinvestment Event ” shall mean any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

          “ Reinvestment Limitation Amount ” shall mean (i) with respect to an Asset Sale, $50,000,000 in any Fiscal Year (inclusive of any amounts excluded from the definition of Asset Sale) or (ii) with respect to a Recovery Event, $50,000,000.

          “ 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 an Asset Sale or Recovery Event to acquire or repair assets (in the case of any Asset Sale) 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

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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.

          “ Reinvestment Prepayment Amount ” shall mean, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets (in the case of any Asset Sale) or long-term assets (in the case of any Recovery Event), in each case useful in the business of the Borrower and its Subsidiaries.

          “ Reinvestment Prepayment Date ” shall mean, with respect to any Reinvestment Event, the earlier of (a) the later of (x) the date occurring twelve months after such Reinvestment Event and (y) solely in the case of an Asset Sale, the date occurring 180 days following the date on which the Borrower entered into a binding commitment to reinvest such Net Cash Proceeds ( provided that such commitment to reinvest shall have been made no later than twelve months after such Reinvestment Event) and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets (in the case of any Asset Sale) or long-term assets (in the case of any Recovery Event), in each case useful in the business of the Borrower and its Subsidiaries with all or any portion of the relevant Reinvestment Deferred Amount.

          “ Reorganization Plan ” shall have the meaning specified in Section 3.01(a).

          “ Required Lenders ” means, at any time, Lenders or an Affiliated Lender owed or holding at least a majority in interest of the sum of (a) the aggregate principal amount of the Advances outstanding at such time (b) the aggregate amount of unused Commitments at such time; provided , however , that if any Lender shall be a Defaulting Lender or an Affiliated Lender at such time, there shall be excluded from the determination of Required Lenders at such time the unused Commitment of, and the aggregate principal amount of the Advances owing to such Lender (in its capacity as a Lender) and outstanding at such time.

          “ Responsible Officer ” means the chief executive officer, president, chief financial officer secretary or assistant secretary or treasurer or assistant treasurer of a Loan Party. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

          “ Restricting Information ” has the meaning set forth in Section 10.09(c).

          “ Restructuring ” means the reorganization or discontinuation of the Borrower’s or any Subsidiary’s business, operations and structure in respect of (a) facility closures and the consolidation, relocation or elimination of operations and (b) related severance costs and other costs incurred in connection with the termination, relocation and training of employees.

          “ Restructuring Charges ” means non-recurring and other one-time costs incurred by the Borrower or any Subsidiary thereof in connection with a Restructuring.

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          “ Revolving Credit Facility ” means the “Revolving Credit Facility” as defined in the Revolving Facility Credit Agreement.

          “ Revolving Facility Administrative Agent ” means the “Administrative Agent” as defined in the Revolving Facility Credit Agreement.

          “ Revolving Facility Credit Agreement ” means the agreement dated the date hereof by and among Dana Holding Corporation, as borrower, the guarantors party thereto, CUSA, as administrative agent, CGMI and LBI, as arrangers, CGMI, LBI and Barclays Capital, as joint bookrunners, LBI, as syndication agent, Barclays, as documentation agent and the lenders party thereto.

          “ Revolving Facility Collateral ” shall have the meaning given to such term in the Intercreditor Agreement.

          “ Revolving Facility Loan Documents ” means the “Loan Documents” as defined in the Revolving Facility Credit Agreement.

          “ Revolving Facility Prepayment Amount ” shall have the meaning given to such term in the Revolving Facility Credit Agreement, as defined on the Closing Date.

          “ S&P ” means Standard & Poor’s, a division of The Mc-Graw Hill Companies, Inc.

          “ SEC ” means the Securities and Exchange Commission or any governmental authority succeeding to any of its principal functions.

          “ Secured Credit Card Obligations ” means any Obligations arising under the Credit Card Program.

          “ Secured Hedge Agreement ” means any Hedge Agreement required or permitted under Article V that is entered into by and between any Loan Party and any Hedge Bank, in each case solely to the extent that the obligations in respect of such Hedge Agreement are not cash collateralized or otherwise secured (other than pursuant to the Collateral Documents).

          “ Secured Obligation ” has the meaning specified in the Security Agreement.

          “ Secured Parties ” means, collectively, each Agent, the Lenders, the Hedge Banks and the Affiliates of Lenders party to the Credit Card Program.

          “ Security Agreement ” has the meaning specified in Section 3.01(a).

          “ Senior Credit Facilities ” means, collectively, the Term Facility and the Revolving Credit Facility.

          “ Single Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and no Person other than the Loan Parties and the ERISA Affiliates or (b) was

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so maintained within any of the preceding five plan years and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

          “ Solvent ” and “ Solvency ” mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, in the case of each of the foregoing, as determined in accordance with under applicable bankruptcy, insolvency or similar laws. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

          “ SPC ” has the meaning specified in Section 10.07(k).

          “ Specified Representations ” means the (a) representations and warranties set forth in Section 4.01(a)(i), (c), (d), (e), (j)(ii), (k) and (p) and (b) the representations made in the Loan Documents that relate to the Borrower, its Subsidiaries and their businesses, as are material to the interests of the Lenders, but only to the extent that Centerbridge has the right to terminate its obligations under the Centerbridge Investment Agreement as a result of a breach of corresponding representations in the Centerbridge Investment Agreement.

          “ Subordinated Debt ” means Debt that is (a) subordinated to the Obligation under the Loan Documents and under the Revolving Facility Loan Documents or (b) required to be subordinated to the Obligations under the Loan Documents and under the Revolving Facility Loan Documents; provided that: (i) such Subordinated Debt shall have a term to maturity no earlier than the date that is six months after the Maturity Date; (ii) no Subordinated Debt shall permit or require scheduled amortization, payments or prepayments of principal, sinking fund or similar scheduled payments (other than regularly scheduled payments of interest) prior to the date that is six months after the Maturity Date; (iii) Obligations under any Subordinated Debt shall be subordinated in right of payment to the prior payment in full in cash of all Obligations under the Loan Documents and all Obligations under the Revolving Facility Loan Documents, including any Obligations incurred, created, assumed or guaranteed after the date hereof (subject to any limitation contained in such Subordinated Debt) on terms not be less favorable to the Lenders than subordination provisions customarily contained in high-yield debt securities for issuers of similar creditworthiness; (v) no Loan Party shall be permitted to make a payment in respect of any Subordinated Debt so long as an Event of Default has occurred or is continuing, or would result therefrom; (vi) no Subordinated Debt shall contain covenants, defaults, remedy provisions or provisions relating to mandatory prepayment, repurchase, redemption and offers to purchase other than those that, taken as a whole, are consistent with those customarily found in high-yield financings for issuers of similar creditworthiness; (vii) Subordinated Debt shall be unsecured; and (viii) after giving effect to the incurrence of such Subordinated Debt, the

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Borrower shall be in pro forma compliance with the financial covenants set forth in Section 5.04 hereof.

          “ Subsidiary ” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries; provided that, for purposes of the Loan Documents, no Excluded Subsidiary shall be a “Subsidiary” of the Borrower.

          “ Supplemental Collateral Agent ” has the meaning specified in Section 7.02.

          “ Surviving Debt ” means the Debt of the Borrower and its Subsidiaries set forth on Schedule 1.01(c).

          “ Syndication Agent ” has the meaning specified in the recital of parties to this Agreement.

          “ Synthetic Debt ” means, with respect to any Person as of any date of determination thereof, all Obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including, without limitation, any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Debt” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP. For the avoidance of doubt, no operating leases entered into by any Loan Party in the ordinary course of business shall be considered Synthetic Debt for the purposes of this definition.

          “ Taxes ” has the meaning specified in Section 2.12(a).

          “ Term Advance ” has the meaning specified in Section 2.01.

          “ Term Commitment ” means, with respect to any Lender at any time, the amount set forth for such time opposite such Lender’s name on Schedule I hereto under the caption “Term Commitment” or, if such Lender has entered into one or more Assignments and Assignments, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 10.07(d) as such Lender’s “Term Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

          “ Term Facility ” means, at any time, the aggregate amount of the Lenders’ Term Commitments at such time.

          “ Term Facility Collateral ” has the meaning specified in the Intercreditor Agreement.

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          “ Termination Date ” means the earliest to occur of (i) the Maturity Date and (ii) the date of the acceleration of the Term Advances or the termination in whole of the Commitments pursuant to Section 6.01.

          “ Test Period ” means, at any date of determination with respect to the financial covenants contained in Sections 5.04(a) and (b), the most recently completed four consecutive Fiscal Quarters of the Borrower ending on or prior to such date.

          “ Tooling Program ” means any program whereby tooling equipment is purchased or progress payments are made to facilitate production customer’s products and whereby the customer will ultimately repurchase the tooling equipment after the final approval by such customer.

          “ Total Leverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated Funded Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Borrower for such Test Period.

          “ Total Outstandings ” means the aggregate Outstanding Amount of all Advances.

          “ Transactions ” means, collectively, (a) the consummation of the Reorganization Plan and the other transactions contemplated by the Plan Documents, (b) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents and the Revolving Facility Loan Documents to which they are or are intended to be a party, and the borrowings hereunder and thereunder on the Closing Date and application of the proceeds as contemplated hereby and thereby, (c) the New Equity Investment, (d) the repayment in full and termination of all Existing Debt that is not Surviving Debt and (e) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

          “ Type ” refers to the distinction between Advances bearing interest at the Base Rate and Advances bearing interest at the Eurodollar Rate.

          “ UCC ” means the Uniform Commercial Code as in effect, from time to time, in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

          “ Voting Stock ” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

          “ Welfare Plan ” means a welfare plan, as defined in Section 3(1) of ERISA, that is maintained for employees of any Loan Party or in respect of which any Loan Party could have liability.

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          “ Withdrawal Liability ” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

          Section 1.02 Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

          Section 1.03 Accounting Terms and Financial Determinations .

          (a) All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in effect from time to time (“ GAAP ”); provided, however, that if the Borrower notifies the Administrative Agent and the Lenders that the Borrower wishes to amend any covenant in Article V to eliminate the effect of any change in GAAP that occurs after the Closing Date on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower, the Administrative Agent and the Required Lenders, the Borrower, the Administrative Agent and the Lenders agreeing to enter into negotiations to amend any such covenant immediately upon receipt from any party entitled to send such notice.

          (b) All components of financial calculations made to determine compliance with Article V shall be adjusted on a pro forma basis to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Pro Forma Transaction consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower based on assumptions expressed therein and that were reasonable based on the information available to Borrower at the time of preparation of such calculations.

          (c) Any financial statements or other financial information required to be provided hereunder (including any comparison financial information to any prior period) for the Borrower or any of its Subsidiaries that includes or references financial information for any period prior to the Closing Date, shall, unless the context clearly requires otherwise, be deemed a reference to Dana Corporation and its Subsidiaries for the applicable period.

          Section 1.04 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,”

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and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

          Section 2.01 The Term Advances . Each Lender severally and not jointly with the other Lenders agrees, upon the terms and subject to the conditions herein set forth, to make (a) on the Closing Date, an advance in an amount no less than $1,350,000,000 and (b) one additional advance (each, a “ Term Advance ”) to the Borrower from time to time on any Business Day during the period from the Closing Date through February 1, 2008 in an amount for such Advance not to exceed such Lender’s unused Commitment at such time. Each Borrowing shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances made simultaneously by the Lenders under the Term Facility ratably according to the Lenders’ Commitments under such Term Facility.

          Section 2.02 Making the Advances . (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “ Notice of Borrowing ”) shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account or such other account as the Borrower shall request.

          (b) [ Reserved] .

          (c) Anything in subSection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for the initial Borrowing hereunder or for

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any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) the Term Advances may not be outstanding as part of more than 10 separate Borrowings.

          (d) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

          (e) Unless the Administrative Agent shall have received notice from any Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subSection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes of this Agreement.

          (f) The failure of any Lender to make the Advance to be made by it shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance or make available on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by it.

          Section 2.03 [Reserved] .

          Section 2.04 Repayment of the Term Advances . The Borrower shall repay the Term Advances to the Administrative Agent for the ratable account of the Lenders on the last day of each Fiscal Quarter, (x) on or prior to the sixth anniversary of the Closing Date, in equal quarterly amounts at a rate of 1% per annum of the original aggregate principal amount of the Term Advances (to be adjusted to reflect any payments made pursuant to Section 2.06) and (y) thereafter, in equal quarterly installments of the aggregate Term Advances outstanding on the last day of the last Fiscal Quarter ending on or prior to the sixth anniversary of the Closing Date, after giving effect to any repayment of the Term Advances made on such date (to be adjusted to

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reflect any payments made pursuant to Section 2.06); provided however that the final principal repayment installment of the Term Advances shall be paid on the Termination Date and in any event shall be in an amount equal to the aggregate principal amount of the Term Advances outstanding on such date.

          Section 2.05 Termination of Commitments . The Term Commitments shall be automatically and permanently reduced and terminated on February 1, 2008, by the amount, if any, by which the aggregate Term Commitments exceed the Term Advances outstanding on such date (after giving effect to any Borrowing on such date). Upon the making of the Term Advances pursuant to Section 2.01, the Term Commitments shall be automatically and permanently reduced by the aggregate amount of such Term Advances.

          Section 2.06 Prepayments . (a) Optional . The Borrower may, upon at least one Business Day’s notice to the Administrative Agent received not later than 11:00 A.M. (New York, New York time) stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal amount of Advances, in whole or ratably in part, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided , however , that (i) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof or, if less, the aggregate outstanding principal amount of any Advance and (ii) that no prepayment of Eurodollar Loans shall be permitted pursuant to this Section 2.06 other than on the last day of the Interest Period applicable thereto unless such prepayment is 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 Advances pursuant to this Section 2.06(a) shall be applied to the scheduled amortization payments under the Term Facility as directed by the Borrower. Notwithstanding the forgoing, any prepayment of Advances pursuant to this Section 2.06(a) 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.

          (b) Mandatory .

     (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 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 Reinvestment Limitation Amount for any Fiscal Year in respect of Asset Sales 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

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Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Advances.

     (ii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of any Debt (other than any Debt permitted under Section 5.02(b), the Borrower shall, within one Business Day 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 100% of such Net Cash Proceeds.

     (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from the sale or issuance by such Loan Party or any of its Subsidiaries of any of its Equity Interests (other than (A) Equity Interests issued pursuant to employee stock plans, (B) Equity Interests issued on the Closing Date pursuant to the Reorganization Plan, (C) Equity Interests issued after the Closing Date to Centerbridge and other holders of Preferred Interests of the Borrower and (D) to the extent permitted hereunder, Equity Interests issued to finance a Permitted Acquisition or in connection with an Investment permitted pursuant to Section 5.02(f)), the Borrower shall, within one Business Day 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 50% of such Net Cash Proceeds.

     (iv) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending December 31, 2008, there shall be Excess Cash Flow, the Borrower shall, within 90 days following the end of such Fiscal Year, prepay the Term Advances in an amount equal to the ECF Percentage of such Excess Cash Flow for such Fiscal Year (minus the aggregate amount of all principal payments of Debt of the Borrower and its Subsidiaries, including payments made pursuant to (x) in the case of Term Advances, Section 2.06(a) under this Agreement and (y) in the case of Revolving Advances, Section 2.06(a) of the Revolving Facility Credit Agreement to the extent accompanied by a permanent reduction in the Revolving Credit Commitments pursuant to Section 2.05 of the Revolving Facility Credit Agreement).

     (v) Notwithstanding anything in this Section 2.06(b) to the contrary, to the extent that the Borrower has determined in good faith and has documented in reasonable detail to the reasonable satisfaction of the Administrative Agent, that any portion of a distribution to any Loan Party of any Net Cash Proceeds or Excess Cash Flow pursuant to Section 2.06(a)(i), (ii) and (iv), in respect of Net Cash Proceeds or Excess Cash Flow of any Foreign Subsidiary, would (i) result in material adverse tax consequences, (ii) result in a material breach of any agreement governing Debt of such Foreign Subsidiary permitted to exist or to be incurred by such Foreign Subsidiary under the terms of this Agreement and/or (iii) be limited or prohibited under applicable local law, the application of such Net Cash Proceeds or Excess Cash Flow to the prepayment of the Term Facility pursuant to this Section 2.06(b) shall be deferred on terms to be agreed between the Borrower and the Administrative Agent; provided that in each case the relevant Loan Party and/or Subsidiaries of such Loan Party shall take commercially reasonable steps (except to the extent that any such steps result in material cost or tax to the Borrower or any of its Subsidiaries) to minimize any such adverse tax consequences and/or to obtain

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any exchange control clearance or other consents, permits, authorizations or licenses which are required to enable such Net Cash Proceeds or Excess Cash Flow to be repatriated or advanced to, and applied by, the relevant Loan Party in order to effect such a prepayment.

     (vi) All prepayments under this subSection (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), 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.

     (vii) Notwithstanding anything contained in this Agreement to the contrary, so long as any payment that is required pursuant to this Section 2.06(b) is made, in no event shall the Borrower be required to use cash of a Foreign Subsidiary to make such payment.

          Section 2.07 Interest . (a) Scheduled Interest . The Borrower shall pay interest on each Term Advance owing to each Lender from the date of such Term Advance until such principal amount shall be paid in full, at the following rates per annum:

     (i) Base Rate Advances . During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable quarterly in arrears on the first Business Day following each Fiscal Quarter during such periods and upon repayment of such Advance.

     (ii) Eurodollar Rate Advances . During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance plus (B) the Applicable Margin in effect from time to time, payable in arrears on the last Business Day of such Interest Period and, if such Interest Period has a duration of more than 90 days, every 90 days from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

          (b) Default Interest . The Borrower shall pay interest, (i) upon the occurrence and during the continuance of an Event of Default, on the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a) above and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a) and (ii) to the fullest extent permitted by law, on the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full,

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payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Advances pursuant to clause (a)(i) above.

          (c) Notice of Interest Rate . Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a), the Administrative Agent shall give notice to the Borrower and each Lender of the interest rate determined by the Administrative Agent for purposes of clause (a) above.

          Section 2.08 Fees . The Borrower shall pay to the Administrative Agent for the account of the Initial Lenders (and their respective Affiliates) such fees as may be from time to time agreed among the Borrower and the Initial Lenders (and their respective Affiliates).

          Section 2.09 Conversion of Advances . (a) Optional . The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Section 2.10, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided , however , that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(c), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances comprising part of the same Borrowing shall be made ratably among the Lenders in accordance with their Commitments. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for such Advances. Each notice of Conversion shall be irrevocable and binding on the Borrower.

          (b) Mandatory .

     (i) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall, at the end of the applicable Interest Period, automatically Convert into Base Rate Advances.

     (ii) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance.

     (iii) Upon the occurrence and during the continuance of any Event of Default, (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the

Dana—Term Credit and Guaranty Agreement

Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

          Section 2.10 Increased Costs, Etc . (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided , however , that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

          (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.

          (c) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.

Dana—Term Credit and Guaranty Agreement

          (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided , however , that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

          Section 2.11 Payments and Computations .

          (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 11:00 A.M. (New York, New York time) on the day when due (or, in the case of payments made by a Guarantor pursuant to Section 8.01, on the date of demand therefor) in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds. The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender, to such Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

          (b) If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender’s proportionate share of the principal amount of all outstanding Advances, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender, and for application to such principal installments, as the Administrative Agent shall direct.

Dana—Term Credit and Guaranty Agreement

          (c) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. Each of the Lenders hereby agrees to notify the Borrower promptly after any such setoff and application shall be made by such Lender; provided , however , that the failure to give such notice shall not affect the validity of such charge.

          (d) All computations of interest based on the Base Rate, of fees shall be made by the Administrative Agent on the basis of a year