AMENDMENT NO. 1 AND WAIVER (this "Amendment") dated as of December 12, 2005, to the CREDIT AGREEMENT dated as of November 30, 2004 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among AFFINIA GROUP...Credit Agreement • December 15th, 2005 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
Affinia Group Inc. 9% Senior Subordinated Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2010 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
Affinia Group Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC and Barclays Capital Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated December 6, 2010 (the “Purchase Agreement”), $100,000,000 aggregate principal amount of its 9% Senior Subordinated Notes due 2014 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by each of the entities listed in Schedule A hereto (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 30, 2004, (the “Indenture”) among the Issuer, the guarantors party thereto and Wilmington Trust Company (the “Trustee”). The Initial Securities and the Exchange Securities (as defined below) will be issued as additional securities pursuant to the Indenture and will form a single series of securities together with the $267 million of 9% Senior Subor
AFFINIA GROUP INC., GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 25, 2013 7.750% Senior Notes Due 2021Indenture • May 1st, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
INDENTURE dated as of April 25, 2013 (this “Indenture”), among AFFINIA GROUP INC., a Delaware corporation (the “Company”), THE GUARANTORS listed on the signature pages hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
CREDIT AGREEMENT dated as of April 25, 2013, among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., AFFINIA GROUP INC., as Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, MERRILL LYNCH,...Credit Agreement • August 9th, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of April 25, 2013 (this “Agreement”), among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., a Delaware corporation, AFFINIA GROUP INC., a Delaware corporation, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ABL CREDIT AGREEMENT dated as of April 25, 2013, among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., AFFINIA GROUP INC., CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY HERETO, The Lenders Party Hereto, and BANK OF AMERICA, N.A., as Administrative...Abl Credit Agreement • May 1st, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
ABL CREDIT AGREEMENT dated as of April 25, 2013 (this “Agreement”), among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., a Delaware corporation (“Holdings”), AFFINIA GROUP INC., a Delaware corporation (the “Company”), each wholly-owned Subsidiary of the Company set forth on the signature pages hereto (together with the Company and each other Designated Subsidiary of Holdings that becomes a Borrower pursuant to Section 8.11, collectively, the “Borrowers”), the LENDERS party hereto from time to time, and BANK OF AMERICA, N.A., (in its individual capacity, “Bank of America”) and in its capacity as agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
GUARANTEE AND COLLATERAL AGREEMENT dated as of April 25, 2013 among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., AFFINIA GROUP INC., THE SUBSIDIARY LOAN PARTIES IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral AgentGuarantee and Collateral Agreement • May 1st, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of April 25, 2013 (this “Agreement”), among Affinia Group Intermediate Holdings, Affinia Group Inc., the Subsidiaries from time to time party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Steven E. KellerEmployment Agreement • March 6th, 2009 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
The Company and Executive previously entered into an Employment Agreement dated July 21, 2005 (the “Original Agreement”), and now desire to amend and restate the Original Agreement, effective as of the date hereof as set forth herein;
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Affinia India LLC a Delaware limited liability company dated as of December 3, 2010Limited Liability Company Agreement • April 19th, 2011 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (as amended, restated or otherwise modified, this “Agreement”) of Affinia India LLC (the “Company”) is being executed by Affinia Group Inc., a Delaware corporation (the “Group”), as of this 3rd day of December, 2010, pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (as amended from time to time, the “Act”), on the following terms and conditions:
AFFINIA GROUP INC. Issuer GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 10.75% Senior Secured Notes due 2016 INDENTURE Dated as of August 13, 2009 WILMINGTON TRUST FSB Trustee and Noteholder Collateral AgentIndenture • August 19th, 2009 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
INDENTURE dated as of August 13, 2009, among AFFINIA GROUP INC., a Delaware corporation (the “Company”), PARENT (as defined below), THE SUBSIDIARY GUARANTORS (as defined below) listed on the signature pages hereto, and WILMINGTON TRUST FSB, a federal savings bank, as trustee (the “Trustee”) and as Noteholder Collateral Agent (the “Noteholder Collateral Agent”).
Exhibit 10.20 SALE PARTICIPATION AGREEMENTSale Participation Agreement • April 14th, 2006 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Delaware
AFFINIA GROUP HOLDINGS INC.Nonqualified Stock Option Agreement • March 17th, 2015 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT, is made effective as of January 1, 2007 (the “Date of Grant”), between Affinia Group Holdings Inc. (the “Company”) and the undersigned person (the “Participant”).
Confidentiality, Non-Competition and Proprietary Information AgreementConfidentiality, Non-Competition and Proprietary Information Agreement • November 12th, 2010 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
This Confidentiality, Non-Competition and Proprietary Information Agreement (the “Agreement”), is made effective as of , between Affinia Group Holdings Inc. (the “Company”), and the employee signatory hereof (the “Employee”).
ABL CREDIT AGREEMENT among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., AFFINIA GROUP INC., CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY HERETO, VARIOUS LENDERS and BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT Dated as of August 13, 2009 BANC OF...Abl Credit Agreement • August 19th, 2009 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
ABL CREDIT AGREEMENT, dated as of August 13, 2009, among Affinia Group Intermediate Holdings Inc., a Delaware corporation (“Holdings”), Affinia Group Inc., a Delaware corporation (the “Company”), each other Wholly-Owned Domestic Subsidiary of Holdings set forth on the signature pages hereto (together with the Company and each other Domestic Subsidiary of Holdings that becomes a U.S. Borrower pursuant to Section 9.10, collectively, the “U.S. Borrowers”), Affinia Canada Holdings Corp., a Canada Corporation (the “Canadian Borrower” and, together with the U.S. Borrowers, the “Borrowers”), each Wholly-Owned Domestic Subsidiary and each Wholly-Owned Canadian Subsidiary that from time to time guarantees any of the Obligations hereunder (together with Holdings, being the “Guarantors” and each a “Guarantor” and the Guarantors, together with the Borrowers being, collectively, the “Credit Parties” and each a “Credit Party”), the Lenders party hereto from time to time, and Bank of America, N.A., (
Affinia Group Inc. Ann Arbor, MI 48108Asset Purchase Agreement • May 5th, 2014 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
Reference is made to that certain Asset Purchase Agreement dated as of January 21, 2014, as amended by that certain letter agreement dated February 20, 2014 (as amended hereby and as may be further amended from time to time, the “Purchase Agreement”) between Affinia Group Inc., as seller (“Seller”), and Federal-Mogul Chassis LLC, formerly known as VCS Quest Acquisition LLC, as buyer (“Buyer”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.
ASSET PURCHASE AGREEMENT by and between AFFINIA GROUP INC., as Seller, and VCS QUEST ACQUISITION LLC, as Buyer Dated as of January 21, 2014Asset Purchase Agreement • January 22nd, 2014 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of January 21, 2014, by and between AFFINIA GROUP INC., a Delaware corporation (“Seller”) and VCS QUEST ACQUISITION LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used herein have the respective meanings set forth in Annex I.
AGREEMENT AND PLAN OF MERGER by and among MANN+HUMMEL HOLDING GmbH, M+H SUB 2015 INC., AFFINIA GROUP HOLDINGS INC. and James S. McElya and Joseph A. Onorato (solely in their capacity, collectively, as the Sellers’ Representative) Dated as of August...Merger Agreement • August 17th, 2015 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2015, is made and entered into by and among MANN+HUMMEL HOLDING GmbH, a German limited liability company (“Parent”), M+H SUB 2015 INC., a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Sub”), AFFINIA GROUP HOLDINGS INC., a Delaware corporation (the “Company”), and James S. McElya and Joseph A. Onorato, solely in their capacity, collectively, as the Sellers’ Representative (as defined below). Capitalized terms used and not otherwise defined herein have the respective meanings set forth in Annex I.
Re: RSUs and Employment AgreementEmployment Agreement • August 9th, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories
This letter agreement (the “Letter Agreement”) is intended to provide you with an opportunity to receive fixed cash payments in the aggregate amount of up to $5 million in lieu of one-half (i.e., 30,699.36, after giving effect to the adjustments in connection with Holdings’ recent dividend recapitalization transaction) of the restricted stock units outstanding under your RSU Agreement and in lieu of receiving potential severance payments under your Employment Agreement. The timing of payments pursuant to this Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Accordingly, your Employment Agreement and RSU Agreement will be amended as follows:
SETTLEMENT AGREEMENTSettlement Agreement • March 14th, 2008 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Ohio
This Settlement Agreement (the ‘‘Agreement’’) is entered into as of November 20, 2007 (the ‘‘Execution Date’’) by and between: (i) Dana Corporation (‘‘Dana’’), on behalf of itself and its direct and indirect wholly-owned subsidiaries (collectively, the ‘‘Dana Entities’’); and (ii) Affinia Group Inc. (‘‘Affinia’’), on behalf of itself and its direct and indirect wholly-owned subsidiaries (collectively, the ‘‘Affinia Entities’’). Each of the Dana Entities and the Affinia Entities may be referred to herein as a ‘‘Party’’ and collectively as the ‘‘Parties.’’
FIFTH AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • March 18th, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
This FIFTH AMENDMENT TO ABL CREDIT AGREEMENT (this “Amendment”) is dated as of November 30, 2012 and is entered into by and among Affinia Group Intermediate Holdings Inc., a Delaware corporation (“Holdings”), Affinia Group Inc., a Delaware corporation (the “Company”), each other Wholly-Owned Domestic Subsidiary of Holdings set forth on the signature pages hereto as a U.S. Borrower (together with the Company, collectively, the “U.S. Borrowers”), Affinia Canada ULC, an unlimited liability corporation organized under the laws of the Province of Alberta (as successor by amalgamation of Affinia Canada Holdings Corp. and Affinia Canada ULC consummated on January 1, 2010, the “Canadian Borrower” and, together with the U.S. Borrowers, the “Borrowers”), each Wholly-Owned Domestic Subsidiary and each Wholly-Owned Canadian Subsidiary that from time to time guarantees any of the Obligations (as hereinafter defined) (together with Holdings, being the “Guarantors” and each a “Guarantor” and the Guar
ADVISORY AGREEMENTAdvisory Agreement • March 11th, 2011 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
This Advisory Agreement is made as of January 1, 2011, among Affinia Group Inc., a Delaware corporation (the “Company”), Affinia Group Intermediate Holdings Inc., a Delaware corporation (“Intermediate”), Affinia Group Holdings Inc., a Delaware corporation (“Parent”) and Torque Capital Group LLC, a Delaware limited liability company (“Torque”).
LIMITED WAIVER TO LIEN SUBORDINATION AND INTERCREDITOR AGREEMENTLimited Waiver to Lien Subordination and Intercreditor Agreement • November 13th, 2012 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
This LIMITED WAIVER TO LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Waiver”) is dated as of August 31, 2012 and is entered into by and among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties (as defined in the Intercreditor Agreement referenced below) (in such capacity, the “Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust FSB), as trustee under the Indenture (as defined in the Intercreditor Agreement) (in such capacity, the “Trustee”) and as collateral agent for the Noteholder Secured Parties (as defined in the Intercreditor Agreement) (in such capacity, the “Noteholder Collateral Agent”), AFFINIA GROUP INC. (the “Company”), AFFINIA GROUP INTERMEDIATE HOLDINGS INC. (“Holdings”), and the subsidiaries of the Company listed on the signature pages hereto (collectively with the Company and Holdings, the “Grantors”).
AMENDED AND RESTATED MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • March 17th, 2015 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Delaware
This Amended and Restated Management Stockholder’s Agreement (this “Agreement”) is entered into as of November 1, 2014 (the “Effective Date”) between Affinia Group Holdings Inc., a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 4 of this Agreement or in the Stock Incentive Plan (as such term is defined below).
Amendment No. 2 to the Amended and Restated Employment Agreement with Thomas H. MaddenEmployment Agreement • March 18th, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories
This Amendment No. 2 to the Amended and Restated Employment Agreement dated as of December 15, 2008, as amended (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Thomas H. Madden (“Executive”) is made this 29th day of August 2012. Capitalized terms used herein without definition have the meanings assigned to such terms under the Agreement.
SETTLEMENT AGREEMENTSettlement Agreement • May 9th, 2008 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
THIS SETTLEMENT AGREEMENT (“Agreement”) is made and entered into on the 8th day of May 2008 (“Effective Date”) by and between Parker-Hannifin Corporation, a corporation in the State of Ohio, having an address at Racor Division, 3400 Finch Road, Modesto, California 95354 (“Parker-Hannifin”), Parker Intangibles Inc., a corporation of the State of Delaware having a place of business at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19899 (“Parker Intangibles”) (Parker-Hannifin and Parker Intangibles jointly and severally referred to as “Parker”); and Wix Filtration Corporation, a corporation of the State of Delaware having an address at 1 Wix Way, Gastonia, North Carolina 28052 (“Wix”).
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of August 13, 2009, among BANK OF AMERICA, N.A., as Collateral Agent, WILMINGTON TRUST FSB, as Trustee and Noteholder Collateral Agent, AFFINIA GROUP INC., AFFINIA GROUP INTERMEDIATE HOLDINGS...Lien Subordination and Intercreditor Agreement • August 19th, 2009 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of August 13, 2009 among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein, WILMINGTON TRUST FSB, as trustee under the Indenture referred to herein and as collateral agent for the Noteholder Secured Parties referred to herein, AFFINIA GROUP INC, AFFINIA GROUP INTERMEDIATE HOLDINGS INC and the subsidiaries of Affinia Group Inc. listed on Schedule I hereto (as well as each future Domestic Subsidiary of Affinia Group Inc. that becomes a party hereto pursuant to the terms hereof).
ContractFourth Supplemental Indenture • November 13th, 2012 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of August 31, 2012 (the “Supplemental Indenture”), among Affinia Group Inc., a Delaware corporation (the “Company”), Affinia Group Intermediate Holdings Inc., a Delaware corporation (the “Parent”), the Subsidiary Guarantors listed on the signature pages hereto, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”). Unless otherwise defined herein, capitalized terms used herein but not defined shall have the meanings given to such terms in the Indenture (as hereinafter defined).
Affinia Letterhead]Restricted Stock Unit Agreement • January 14th, 2014 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories
Reference is made to your Restricted Stock Unit Agreement with Affinia Group Holdings Inc. (“Holdings”), dated as of October 18, 2010, as amended (the “RSU Agreement”). This letter agreement (the “Letter Agreement”) is intended to memorialize the agreement between you and Holdings concerning the treatment of your restricted stock units (“RSUs”). Capitalized terms used herein without definition have the meanings assigned to such terms under your RSU Agreement.
DATED 2 FEBRUARY 2010 SALE AND PURCHASE AGREEMENT relating to the Quinton Hazell Group of CompaniesSale and Purchase Agreement • February 8th, 2010 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • England and Wales
Amendment No. 2 to the Amended and Restated Employment Agreement with Keith A. WilsonEmployment Agreement • March 18th, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories
This Amendment No. 2 to the Amended and Restated Employment Agreement dated as of December 15, 2008, as amended (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Keith A. Wilson (“Executive”) is made this 29th day of August 2012. Capitalized terms used herein without definition have the meanings assigned to such terms under the Agreement.
SHARES TRANSFER CONTRACT between ZHANG HAIBO (Seller) and AFFINIA GROUP INC. (Buyer) June 30, 2008Shares Transfer Contract • July 2nd, 2008 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Hong Kong
THIS SHARES TRANSFER CONTRACT (this “Contract”) is made this 30th day of June, 2008 (the “Contract Execution Date”), by and between Mr. Zhang Haibo, a citizen of the People’s Republic of China (“China”), with his identification card number of 370623196008292414 and his registered residential address at 198 Suijia Village, Huangshanguan Town, Longkou City, Shandong Province, China (the “Seller”), and Affinia Group Inc., a company duly organized and validly existing under the laws of the State of Delaware in the United States of America (“U.S.A.”), with its principal place of business at 1101 Technology Drive, Ann Arbor, MI 48108, U.S.A. (the “Buyer”). (The Seller and the Buyer are referred to collectively as the “Parties,” and each individually as a “Party.”)
AFFINIA GROUP HOLDINGS INC.Stockholder Agreement • March 11th, 2011 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories
Reference is hereby made to the Stockholder s Agreement dated as of November 30, 2004 (the “Agreement”) among Affinia Group Holdings Inc. (“Parent”), Cypress Merchant Banking Partners II LP. (“Cypress Onshore”), Cypress Merchant Banking II C.V. (“Cypress Offshore”), 55™ Street Partner s II L.P, (“55th Street”), Cypress Side-by-Side LLC (“Side-by-Side” and, together with Cypress Onshore, Cypress Offshore and 55th Street, the “Cypress Group”), Ontario Municipal Employees Retirement Board (“OMERS”), The Northwestern Mutual Life Insurance Company f “NW Mutual”). California State Teachers’ Retirement System (“CalSTRS”), and Stockwell Fund, L.P. (“Stockwell” and, together with the Cypress Group, OMERS, NW Mutual and CalSTRS, the “Stockholders”). All capitalized terms used in this letter agreement (but not defined in this letter agreement) shall have the meanings assigned such terms in the Agreement.
AFFINIA GROUP HOLDINGS INC. AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (dated as of November 1, 2014)Restricted Stock Unit Agreement • March 17th, 2015 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories
WHEREAS, Affinia Group Holdings Inc. (the “Company”) has issued to Participant an aggregate restricted stock units (“Issued RSUs”) pursuant to a Restricted Stock Unit Agreement initially executed on or about [ ] (the “Original Agreement”) and as may have been subsequently amended (collectively, the “Amendments”), as well as pursuant to dividends and other issuances, which Issued RSUs are outstanding as of the date hereof; and
U.S. SECURITY AGREEMENT dated as of August 13, 2009 among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., AFFINIA GROUP INC., CERTAIN OTHER SUBSIDIARIES OF AFFINIA GROUP INTERMEDIATE HOLDINGS INC. FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A.,...Security Agreement • August 19th, 2009 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
AFFINIA GROUP HOLDINGS INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 13th, 2008 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Delaware
This Restricted Stock Unit Agreement (this “Agreement”), effective as of the “Grant Date” set forth above, is between Affinia Group Holdings Inc. (the “Company”) and the “Participant” whose name is set forth above, and is issued pursuant to the Affinia Group Holdings Inc. 2005 Stock Incentive Plan (the “Plan”).
THIRD AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • December 6th, 2010 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
not exceed the greater of (x) $75,000,000 and (y) 30% of the Total Borrowing Base as then in effect, then Holdings shall be in compliance with a Consolidated Fixed Charge Coverage Ratio of not less than 1.10:1.00 for the Test Period ending as of the last day of the immediately preceding calendar month, calculated, other than with respect to prepayments of Indebtedness pursuant to Section 10.03(b), on a Pro Forma Basis as if such action or proposed action had occurred on the first day of such Test Period, (iv) in the case of Permitted Acquisitions, Dividends and other distributions, Investments or other payments, such Permitted Acquisitions, Dividends and other distributions, Investments or other payments would be permitted under the Senior Secured Notes Documents, the Existing Senior Subordinated Notes Documents, any Additional Senior Subordinated Notes Documents and any Supplemental Material Indebtedness Documents and (v) not less than ten (10) days prior to such action or proposed ac
