CREDIT AGREEMENT dated as of April 25, 2013, among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., AFFINIA GROUP INC., as Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, MERRILL LYNCH,...Credit Agreement • August 9th, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of April 25, 2013 (this “Agreement”), among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., a Delaware corporation, AFFINIA GROUP INC., a Delaware corporation, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Re: RSUs and Employment AgreementEmployment Agreement • August 9th, 2013 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories
This letter agreement (the “Letter Agreement”) is intended to provide you with an opportunity to receive fixed cash payments in the aggregate amount of up to $5 million in lieu of one-half (i.e., 30,699.36, after giving effect to the adjustments in connection with Holdings’ recent dividend recapitalization transaction) of the restricted stock units outstanding under your RSU Agreement and in lieu of receiving potential severance payments under your Employment Agreement. The timing of payments pursuant to this Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Accordingly, your Employment Agreement and RSU Agreement will be amended as follows:
