Dana Enters Into Amendment to Investment Agreement With Centerbridge Capital Partners, Rejects Alternative Proposal From Appaloosa Management

Oct 12, 2007

TOLEDO, Ohio, Oct. 12 /PRNewswire-FirstCall/ -- Dana Corporation (OTC: DCNAQ) (BULLETIN BOARD: 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.

  (Logo:  http://www.newscom.com/cgi-bin/prnh/19990903/DANA )

  Amendment to the Centerbridge Agreement

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
  --  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.

About Dana Corporation

Dana is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal management products; as well as genuine service parts. The company's customer base includes virtually every major vehicle and engine manufacturer in the global automotive, commercial vehicle, and off-highway markets, which collectively produce more than 65 million vehicles annually. Based in Toledo, Ohio, the company's continuing operations employ approximately 35,000 people in 28 countries and reported 2006 sales of $8.5 billion, with more than half of this revenue derived from outside the United States. For more information, please visit: http://www.dana.com/.

Dana and certain of its U.S. subsidiaries are operating under Chapter 11 of the U.S. Bankruptcy Code as debtors in possession. Information about the bankruptcy proceedings can be found at: http://www.dana.com/reorganization. While Dana continues its reorganization under Chapter 11, investments in its securities are highly speculative. Although shares of Dana common stock continue to trade on the OTC Bulletin Board (OTCBB) under the symbol "DCNAQ," the opportunity for any recovery by shareholders under a confirmed plan of reorganization is uncertain.

Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/19990903/DANA
AP Archive: http://photoarchive.ap.org/
PRN Photo Desk, photodesk@prnewswire.com

SOURCE: Dana Corporation

CONTACT: Chuck Hartlage of Dana Corporation, +1-419-535-4728

Web site: http://www.dana.com/

Company News On-Call: http://www.prnewswire.com/comp/226839.html