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”).
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).
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., (
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
COLLATERAL 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 WILMINGTON TRUST FSB, as...Collateral Agreement • August 19th, 2009 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
Reference is made to the Lien Subordination and Intercreditor Agreement dated as of August 13, 2009, among Bank of America, N.A., as Bank Collateral Agent for the Revolving Facility Secured Parties referred to therein; Wilmington Trust FSB, as Trustee and as Noteholder Collateral Agent; Affinia Group Inc.; Affinia Group Intermediate Holdings Inc.; and the subsidiaries of Affinia Group Inc. named therein (the “Intercreditor Agreement”). Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement and, to the extent provided therein, the applicable Senior Secured Obligations Security Documents (as defined in the Intercreditor Agreement). In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Intercreditor Agreement, the provisions of the Intercreditor Agreement s
