Affinia Group Holdings Inc. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • New York
Affinia Group Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [—] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
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 12th, 2010 • Affinia Group 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 HOLDINGS INC. SELLER SUBORDINATED NOTESeller Subordinated Note • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • New York
FOR VALUE RECEIVED, the undersigned, AFFINIA GROUP HOLDINGS INC. (the “Company”), a Delaware corporation, hereby unconditionally promises to pay to the order of DANA CORPORATION, a Virginia corporation, or its assigns (including any assignee or transferee of, or other permitted holder of, this Note, the “Holder”) in lawful money of the United States of America on November 30, 2019 (the “Maturity Date’”) the principal sum of (a) SEVENTY-FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS, plus (b) the PIK Interest Portion (as defined herein) added to the principal amount of this Note pursuant to Section 2. This Note is referred to in, and was executed and delivered in connection with, that certain Stock and Asset Purchase Agreement dated as of July 8, 2004, as amended on November 1, 2004, by and between Dana Corporation and Affinia Group Inc. (f/k/a AAG Opco Corp.) (“Affinia”), a Delaware corporation.
SHAREHOLDERS’ AGREEMENT among ZHANG HAIBO and AFFINIA ACQUISITION LLC and HBM INVESTMENT LIMITED dated Effective as of the October 31, 2008Shareholders' Agreement • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • Hong Kong
Amendment No. 1 to the Amended and Restated Employment Agreement with Thomas H. MaddenEmployment Agreement • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories
This Amendment No. 1 to the Amended and Restated Employment Agreement dated as of December 15, 2008 (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Thomas H. Madden (“Executive”) is made this 11th day of August 2010.
Amendment No. 1 to the Amended and Restated Employment Agreement with Keith A. WilsonEmployment Agreement • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories
This Amendment No. 1 to the Amended and Restated Employment Agreement dated as of December 15, 2008 (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Keith A. Wilson (“Executive”) is made this 11th day of August 2010.
OMNIBUS AMENDMENT TO ABL CREDIT AGREEMENT, U.S. SECURITY AGREEMENT AND CANADIAN SECURITY AGREEMENTAbl Credit Agreement • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • New York
This OMNIBUS AMENDMENT TO ABL CREDIT AGREEMENT, U.S. SECURITY AGREEMENT AND CANADIAN SECURITY AGREEMENT (this “Amendment”) is dated as of September 15, 2009 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 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 (as hereinafter defined) (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 fi
AFFINIA GROUP HOLDINGS INC. NONQUALIFIED STOCK OPTION AGREEMENT (INCLUDING SCHEDULE A; EXHIBIT A AND EXHIBIT B)Nonqualified Stock Option Agreement • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT, is made effective as of May , 2005 (the “DATE OF GRANT”), between Affinia Group Holdings Inc. (the “COMPANY”) and [ ] (the “PARTICIPANT”).
Amendment No. 1 to the Amended and Restated Employment Agreement with Steven E. KellerEmployment Agreement • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories
This Amendment No. 1 to the Amended and Restated Employment Agreement dated as of December 15, 2008 (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Steven E. Keller (“Executive”) is made this 11th day of August 2010.
SETTLEMENT AGREEMENTSettlement Agreement • August 12th, 2010 • Affinia Group 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.”
SECOND AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • New York
This SECOND AMENDMENT TO ABL CREDIT AGREEMENT (this “Amendment”) is dated as of March 8, 2010 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 December 31, 2009, 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 Guara
Amendment No. 1 to the Amended and Restated Employment Agreement with Terry R. McCormackEmployment Agreement • August 12th, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories
This Amendment No. 1 to the Amended and Restated Employment Agreement dated as of December 15, 2008 (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Terry R. McCormack (“Executive”) is made this 11th day of August 2010.
