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Dana Enters Into Amendment to Investment Agreement With Centerbridge Capital Partners
Dana Corporation (OTC: DCNAQ) today announced that it has entered into an amendment to the investment agreement it reached with Centerbridge Capital Partners, L.P., on July 26, 2007. Dana also announced that its Board of Directors has rejected an alternative investment offer submitted by Appaloosa Management, L.P.
The original terms of the Centerbridge investment agreement provided, among other things, for an affiliate of Centerbridge to purchase $250 million in convertible preferred shares of reorganized Dana (Series A), and for qualified supporting creditors to have an opportunity to purchase $500 million in convertible preferred shares (Series B) on a pro rata basis. Centerbridge had agreed to purchase up to $250 million of any Series B shares that were not purchased by the creditors.
Among the amendments to the Centerbridge agreement are:
-- A commitment by Centerbridge to fully underwrite the purchase of the $500 million of Series B shares of reorganized Dana, an increase from the $250 million that Centerbridge had previously agreed to underwrite.
-- Centerbridge's consent to an amendment to Dana's proposed plan of reorganization to provide for a cash payment of up to $40 million to certain general unsecured creditors who are not eligible to purchase Series B shares because their individual claims are less than $25 million or they are not "qualified institutional investors" as defined in U.S. securities laws.
-- Dana's agreement not to solicit or entertain any proposal for an
investment, transaction, or plan of reorganization that would be an alternative to the Centerbridge investment and the elimination of Dana's right to terminate the Centerbridge investment agreement to
accept any alternative investment or transaction proposal.
The amendment, which is subject to approval by the Bankruptcy Court for the Southern District of New York, where the company's Chapter 11 bankruptcy proceeding is pending, is required to be approved by Nov. 15, 2007.
Appaloosa Management Proposal
In conjunction with the Bankruptcy Court's established procedures for qualified potential investors interested in exploring alternative proposals to the Centerbridge investment, Appaloosa delivered an offer for an alternative investment to Dana and the Official Committee of Unsecured Creditors on Sept. 21, 2007.
As contemplated by the alternative proposal procedures, Dana's Board of Directors reviewed and considered Appaloosa's offer. Following discussions among the parties and the various bankruptcy constituents, Dana's Board rejected Appaloosa's offer.
| Product Model | Inside Diameter | Outside Diameter | Thickness |
| ZKLFA1050.2RS bearing | 10 | 32 | 20 |
| ZKLFA0850.2Z bearing | 8 | 32 | 20 |