Exhibit 10.20
SALE PARTICIPATION AGREEMENT
_______, 2005
To: The Person whose name is
set forth on the signature page hereof
Dear Sir or Madam:
You have entered into a Management Stockholder's Agreement, dated
as
of the date hereof, between Affinia Group Holdings Inc., a Delaware
corporation
(the "Company"), and you (the "Stockholder's Agreement") relating
to (i) the
granting to you by the Company of the Options (as defined in the
Stockholder's
Agreement) to purchase shares of common stock of the Company (the
"Common
Stock") and (ii) the purchase by you of the Purchased Stock (as
defined in the
Stockholder's Agreement). Terms used in this Agreement but not
defined in this
Agreement shall have the respective meanings assigned such terms in
the
Stockholder's Agreement. The undersigned, Cypress Merchant Banking
Partners II
L.P., a Delaware limited partnership ("Cypress Onshore"), Cypress
Merchant
Banking II C.V., a limited partnership formed under the laws of The
Netherlands
("Cypress Offshore"), 55th Street Partners II L.P., a Delaware
limited
partnership ("55th Street"), Cypress Side-By-Side L.L.C., a
Delaware limited
liability company ("Side by Side"), hereby agree with you as
follows, effective
upon the Effective Time:
1.
In the event that at any time Cypress Onshore, Cypress
Offshore, 55th Street or Side by Side (together with any of its
Affiliates, to
the extent provided for in Paragraph 8 hereof, the "Selling
Investors") proposes
to sell for cash or any other consideration more than 25% of the
aggregate
number of shares of Common Stock owned by them from time to time in
any
transaction other than (i) a Public Offering or (ii) a sale to an
Affiliate of
the Selling Investors, the Selling Investors will notify you or
your Management
Stockholder's Estate or Management Stockholder's Trust
(collectively with you,
the "Management Stockholder Entities"), as the case may be, in
writing (a
"Notice") of such proposed sale (a "Proposed Sale") and the
material terms of
the Proposed Sale as of the date of the Notice (the "Material
Terms") promptly,
and in any event not less than 30 days prior to the consummation of
the Proposed
Sale and not more than five days after the execution of the
definitive agreement
relating to the Proposed Sale, if any (the "Sale Agreement"). If,
within 10 days
after the Management Stockholder Entities' receipt of such Notice,
the Selling
Investors receive from the Management Stockholder Entities a
written request (a
"Request") to include Common Stock held by the Management
Stockholder Entities
in the Proposed Sale (which Request shall be irrevocable unless (a)
there shall
be a material adverse change in the Material Terms or (b) otherwise
mutually
agreed to in writing by the Management Stockholder Entities and the
Selling
Investor(s)), the Common Stock held by you will be so included as
provided
herein; provided that only one Request, which shall be executed by
the
Management Stockholder Entities, may be delivered with respect to
any Proposed
Sale for Common Stock held by the Management Stockholder Entities.
Promptly
after the execution of the Sale Agreement, the Selling Investors
will furnish
the Management Stockholder Entities with a copy of the Sale
Agreement, if any.
2
2.
(a) The number of shares of Common Stock which the Management
Stockholder Entities will be permitted to include in a Proposed
Sale pursuant to
a Request will be the product of (i) the sum of the number of
shares of Common
Stock then owned by the Management Stockholder Entities (and held
pursuant to
the Stockholder's Agreement) plus all shares of Common Stock which
you are then
entitled to acquire under any unexercised portions of the Options,
to the extent
such portions are then exercisable or would become exercisable as a
result of
the consummation of the Proposed Sale, multiplied by (ii) a
fraction (A) the
numerator of which shall be the aggregate number of shares of
Common Stock
proposed to be purchased by the buyer in the Proposed Sale and (B)
the
denominator of which shall be the total number of shares of Common
Stock owned,
or which would be owned upon exercise of any exercisable portion of
the Options
(to the extent any such portions of the Options are then
exercisable or would
become exercisable as a result of the consummation of the Proposed
Sale), by the
Selling Investors, the Management Stockholder Entities and other
holders of
shares of Common Stock who have been granted the same rights
granted to the
Management Stockholder Entities to participate in the Proposed Sale
(an
"Eligible Holder"), as the case may be.
(b)
If one or more Eligible Holders elect not to include the
maximum number of shares of Common Stock which such holders would
have been
permitted to include in a Proposed Sale pursuant to Paragraph 2(a)
(such
non-included shares, the "Eligible Shares"), then each of the
Selling Investors,
the Management Stockholder Entities or the remaining Eligible
Holders, or any of
them, will have the right to sell in the Proposed Sale a number of
additional
shares of their Common Stock equal to their pro rata portion of the
number of
Eligible Shares, based on the relative number of shares of Common
Stock then
held by each such holder plus all shares of Common Stock which each
such holder
would then be entitled to acquire under any unexercised portion of
the Options,
to the extent such portions are then exercisable or would become
exercisable as
a result of the consummation of the Proposed Sale, and such
additional shares of
Common Stock which any such holder or holders propose to sell shall
not be
included in any calculation made pursuant to Paragraph 2(a) fo
