EXHIBIT 10.4
EXECUTION COPY
AMENDMENT dated as of April 1, 2005 (this
"Amendment") to the RECEIVABLES SALE AGREEMENT, dated
as of November 30, 2004 (the "Agreement"), by and
among each of the Sellers listed on the signature
pages thereto (each, a "Seller"), AFFINIA GROUP INC.,
a Delaware Corporation ("Affinia Group") in its
capacity as agent for the Sellers thereunder (in such
capacity, the "Seller Agent", and together with the
Sellers, the "Seller Parties") and AFFINIA
RECEIVABLES LLC, a Delaware limited liability company
("Finance Subsidiary").
In consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used but not
otherwise defined herein will have the meanings as defined in the Agreement.
SECTION 2. AMENDMENTS TO DEFINITIONS. The definition of Net
Worth set forth in Schedule A to the Agreement is hereby amended in its entirety
to read as follows:
"Net Worth" means as of the last Business Day of each
Calculation Period preceding any date of determination, the excess, if any, of
(a) the aggregate Outstanding Balance of the Receivables at such time, over (b)
the sum of (i) the aggregate Capital outstanding at such time, plus (ii) the
aggregate outstanding principal balance of the Capital Note and the aggregate
outstanding principal balance of the Intercompany Note (including any advance
proposed to be made under the Intercompany Note on the date of determination).
SECTION 3. GOVERNING LAW. This Amendment shall be governed and
construed in accordance with the laws of the State of New York.
SECTION 4. COUNTERPARTS. This Amendment may be executed in
counterparts, each of which will be an original, but all of which together will
constitute a single agreement.
SECTION 5. AGREEMENT IN FULL FORCE AND EFFECT. Except as
expressly amended hereby, the Agreement will continue in full force and effect
in accordance with the provisions thereof as in existence on the date hereof.
After the date of the effectiveness hereof, any reference to the Agreement will
mean the Agreement as amended by this Amendment.
SECTION 6. CONDITIONS TO EFFECTIVENESS. This Amendment shall
be effective as of the date hereof, upon satisfaction on or prior to the date
hereof, of the following condition: this Amendment shall have been executed and
delivered by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized officers as of
the date hereof.
AFFINIA GROUP INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
AFFINIA RECEIVABLES LLC, as Finance Subsidiary
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
Title: Treasurer
BRAKE PARTS INC.
XXXXXXX INTERNATIONAL INC.
WIX FILTRATION CORP., as Sellers
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
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