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”).
AFFINIA GROUP HOLDINGS INC.Affinia Group Intermediate Holdings Inc. • March 11th, 2011 • 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.
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 Cypress Advisors, Inc., a Delaware corporation (“Cypress”).
