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
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.
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.
Amendment No. 2 to the Amended and Restated Employment Agreement with Steven E. KellerEmployment 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 Steven E. Keller (“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.
Amendment No. 2 to the Amended and Restated Employment Agreement with Terry R. McCormackEmployment 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 Terry R. McCormack (“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.
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • March 18th, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 21, 2012, among BPI HOLDINGS INTERNATIONAL, INC., a Delaware corporation (the “New Subsidiary Guarantor”), AFFINIA GROUP INC. (or its successor), a corporation organized under the laws of the State of Delaware (the “Issuer”), the several other guarantors party thereto (the “Existing Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust FSB), a national banking association, as trustee (the “Trustee”) and as noteholder collateral agent (the “Noteholder Collateral Agent”) under the indenture referred to below.
