Exhibit 10.30
AMENDMENT NO. 1 TO CREDIT AND
GUARANTY AGREEMENT
AMENDMENT NO. 1 dated as of June
[28], 2006 (this “ Amendment ”) to the Credit
and Guaranty Agreement (the “ Credit Agreement
”) dated as of November 23, 2005, among Federal-Mogul
Corporation, certain of its subsidiaries named on the signature
pages thereto as borrowers (the “ Borrowers ”),
the lenders party thereto (the “ Lenders ”) and
Citicorp USA, Inc., as administrative agent (the “
Administrative Agent ”).
W I T N E S S E T H
:
WHEREAS, the Borrowers have asked
the Lenders, and the Lenders party hereto are willing, on the terms
set forth below, to amend certain provisions of the Credit
Agreement;
NOW, THEREFORE, the parties hereto
agree as follows:
Section 1 . Defined Terms;
References. Unless otherwise specifically defined herein, each
term used herein has the meaning assigned to such term in the
Credit Agreement. Each reference to “hereof”,
“hereunder”, “herein” and
“hereby” and each other similar reference and each
reference to “this Agreement” and each other similar
reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as
amended hereby.
Section 2. Amendment of Section
6.06 of the Credit Agreement. Section 6.06 of the Credit
Agreement is hereby amended to renumber existing clause
(ix) thereof as clause (x) thereof, to delete the word
“and” at the end of clause (viii) thereof, and to
add the following new clause (ix) thereto: “(ix)
indemnity obligations of any Borrower or Domestic Subsidiary to its
officers or directors with respect to prepetition claims of any
Michigan taxing authorities against such Borrower or Domestic
Subsidiary (as such claims are described in, and to the extent
payment of such claims by such Borrower or Domestic Subsidiary is
permitted under, the Order Authorizing Payment of Sales, Use,
Property, Franchise & Other Fiduciary Taxes dated
October 4, 2001), in the event that any Michigan taxing
authorities prosecute such claims directly against such officers or
directors in an amount not to exceed $3,000,000 (exclusive of
payroll taxes), and”.
Section 3. Amendment of
Section 7.01(m)(B) of the Credit Agreement .
Section 7.01(m)(B) of the Credit Agreement is hereby amended
to delete the word “or” at the end of clause
(xiii) thereof, to add the word “or” after the end
of clause (xiv) thereof, and to add the following new clause
(xv) thereto: “(xv) prepetition claims of Michigan
taxing authorities or advances or deposits or other credit support
in lieu thereof, all as described in, and to the extent permitted
under the
Order Authorizing Payment of Sales, Use,
Property, Fra
