AMENDMENT NO. 2 TO THE SENIOR SECURED SUPERPRIORITY
DATED AS OF APRIL 12, 2006
AMENDMENT NO. 2 TO THE SECURED SUPERPRIORITY CREDIT AGREEMENT (this "Amendment")
among Dana Corporation, a Virginia corporation and a debtor and debtor-in-possession in a case pending under
chapter 11 of the Bankruptcy Code (the "Borrower"), the Guarantors party hereto, each of which is a debtor and
debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, the financial institutions and
other institutional lenders party hereto, and Citicorp North America, Inc. ("CNAI"), as administrative agent (the
"Administrative Agent") for the Lenders.
(1) The Borrower, the Guarantors, the financial institutions and other institutional lenders party thereto (the
"Lenders"), the Administrative Agent and the other agents party thereto have entered into a Senior Secured
Superpriority Credit Agreement dated as of March 3, 2006, as amended by Amendment No.1 to the Senior
Secured Superpriority Credit Agreement dated as of March 30, 2006 (as further amended, supplemented or
otherwise modified through the date hereof, the "Credit Agreement"). Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit
Agreement as described herein.
(3) The Initial Lenders and the Required Lenders have agreed, subject to the terms and conditions stated below,
to amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by by inserting the following new terms in the
correct alphabetical order:
"Mexican Collateral" has the meaning set forth in Section 9.01.
"Mexican Depository" shall mean each Subsidiary of the Borrower domiciled in Mexico that is at any time in
possession of Inventory owned by any Loan