0001193125-14-123246 Sample Contracts

FIRST AMENDMENT TO ABL CREDIT AGREEMENT
Abl Credit Agreement • March 31st, 2014 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York

This FIRST AMENDMENT TO ABL CREDIT AGREEMENT (this “Amendment”) is dated as of February 4, 2014 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 the Company set forth on the signature pages hereto as a Borrower (together with the Company, collectively, the “Borrowers”), the financial institutions party hereto (the “Lenders”), and Bank of America, N.A., as a Lender and as administrative agent (in such capacity, the “Administrative Agent”).

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Contract
First • March 31st, 2014 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York

FIRST AMENDMENT dated as of February 4, 2014 (this “Amendment Agreement”), to the Credit Agreement dated as of April 25, 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among AFFINIA GROUP INTERMEDIATE HOLDINGS INC., a Delaware corporation (“Holdings”), AFFINIA GROUP INC., a Delaware corporation (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement. J.P. Morgan Securities LLC has been appointed to act as sole lead arranger (in such capacity, the “Arranger”) in connection with this Amendment Agreement.

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