“Consolidated Non-cash Charges” means, with respect to the Company and the Restricted Subsidiaries for any period, the aggregate depreciation, amortization (including amortization of intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees, thenon-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of the Company’s outstanding Indebtedness and commissions, discounts, yield and other fees and charges but excluding amortization of prepaid cash expenses that were paid in a prior period),non-cash impairment,non-cash compensation,non-cash rent, and othernon-cash charges of the Company and the Restricted Subsidiaries reducing Consolidated Net Income of the Company and the Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.
“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 150 East 42nd Street, 40th Floor, New York, New York 10017, Attn: Corporate Trust Services — Administrator for Dana Incorporated.
“Covenant Defeasance” has the meaning set forth in Section 8.01(c).
“Credit Agreement” means the Credit and Guaranty Agreement, dated as of June 9, 2016 (as amended by Amendment No. 1, dated as of August 17, 2017, Amendment No. 2, dated as of February 28, 2019, Amendment No. 3, dated as of August 30, 2019, Letter Amendment, dated as of November 22, 2019 and Amendment No. 4, dated as of April 16, 2020, and as further amended, supplemented or otherwise modified), among the Company, as the Term Loan Borrower and the Revolving Credit Borrower (each as defined therein), Dana International Luxembourg S. à r.l., as a Revolving Credit Borrower, the Designated Subsidiaries referred to therein as Revolving Credit Borrowers, the guarantors party thereto, Citibank, N.A., as administrative agent and collateral agent, and the other lenders and issuing banks from time to time party thereto, together with the documents related thereto (including, without limitation, any guarantee agreements and security documents), in each case, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except to the extent any such refinancing, replacement or restructuring is designated by the Company to not be included in the definition of “Credit Agreement”).
“Credit Facilities” means one or more debt facilities (including the Credit Agreement) or commercial paper facilities providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, or any debt securities or other form of debt financing (including convertible or exchangeable debt instruments), in each case, as amended, supplemented, modified, extended, renewed, restated or refunded in whole or in part from time to time.
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