0001193125-14-182497 Sample Contracts

Affinia Group Inc. Ann Arbor, MI 48108
Asset Purchase Agreement • May 5th, 2014 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • New York

Reference is made to that certain Asset Purchase Agreement dated as of January 21, 2014, as amended by that certain letter agreement dated February 20, 2014 (as amended hereby and as may be further amended from time to time, the “Purchase Agreement”) between Affinia Group Inc., as seller (“Seller”), and Federal-Mogul Chassis LLC, formerly known as VCS Quest Acquisition LLC, as buyer (“Buyer”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.

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