Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 1 AND WAIVER (this
"Amendment") dated as of December 12, 2005, to the
CREDIT AGREEMENT dated as of November 30, 2004 (as
amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among AFFINIA GROUP
INTERMEDIATE HOLDINGS INC. ("Intermediate Holdings"),
AFFINIA GROUP INC. (the "Borrower"), the LENDERS from
time to time party thereto, JPMORGAN CHASE BANK,
N.A., as Administrative Agent, GOLDMAN SACHS CREDIT
PARTNERS L.P. and CREDIT SUISSE, CAYMAN ISLANDS
BRANCH (formerly known as Credit Suisse First Boston,
acting through its Cayman Islands Branch), as
Co-Syndication Agents, and DEUTSCHE BANK, AG, CAYMAN
ISLANDS BRANCH and UBS SECURITIES LLC, as
Co-Documentation Agents.
A.
The Lenders and the Issuing Bank have extended credit to the
Borrower and have agreed to extend credit to the Borrower, in each
case pursuant
to the terms and subject to the conditions set forth in the Credit
Agreement.
B.
The Borrower has requested that certain provisions of the
Credit Agreement be amended and waived as set forth herein and the
Lenders whose
signatures appear below are willing so to amend and waive such
provisions of the
Credit Agreement pursuant to the terms and subject to the
conditions set forth
herein.
C.
Capitalized terms used but not defined herein have the meanings
assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the
sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Defined Terms. As used in this Amendment, the
following terms have the meanings specified below:
"Contribution Transaction" means the contribution by Affinia
Canada Corp. to Affinia International Holdings Corp. of all its
ownership
interest in Pellegrino Distribuidora Autopecas Ltda ("Pellegrino")
for fair
value.
"Sale Transaction" means the sale of all the equity interests
in Pellegrino, provided that such sale (a) shall be made for fair
value and (b)
shall be made for at least 75% cash consideration (as described in
Section 6.05
of the Credit Agreement); and provided further that the Net
Proceeds from such
sale shall be used (i) on or before the date that is one year after
the date of
such sale, to finance the restructuring of the Borrower and the
Subsidiaries
previously disclosed to the Lenders, and (ii) otherwise, to
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the extent not so used, to prepay Tranche B Term Borrowings in
accordance with
Section 2.10(c)(ii).
SECTION 2. Waivers. (a) The Required Lenders hereby waive
compliance by Intermediate Holdings and the Borrower with the
provisions of
Sections 6.04 and 6.09 of the Credit Agreement to the extent, but
only to the
extent, necessary to permit the Contribution Transaction.
(b) The Required Lenders hereby waive compliance by
Intermediate Holdings and the Borrower with the provisions of
Section 6.05 of
the Credit Agreement to the extent, but only to the extent,
necessary to permit
the Sale Transaction.
SECTION 3. Amendments to Section 1.01. (a) Section 1.01 Credit
Agreement is hereby amended by adding the following definitions in
the
appropriate alphabetical order:
"Amendment" shall mean Amendment No. 1 and Waiver dated as of
December 12, 2005, among Intermediate Holdings, the Borrower, the
Required Lenders and the Administrative Agent.
"Amendment Effective Date" shall mean the date on which each of
the conditions set forth in Section 14 of the Amendment is
satisfied
(or waived in accordance with Section 18 of the Amendment).
(b) The definition of the term "Applicable Rate" in Section
1.01 of the Credit Agreement is hereby amended and restated in its
entirety as
follows:
"Applicable Rate" means, for any day (a) with respect to any
Tranche B Term Loan, (i) (A) if the Leverage Ratio as of the most
recent determination date is equal to or greater than 3.50 to 1.00,
(1) 2.00% per annum, in the case of an ABR Loan, or (2) 3.00% per
annum, in the case of a Eurodollar Loan, and (B) otherwise, (1)
1.75% per annum, in the case of an ABR Loan, or (2) 2.75% per
annum,
in the case of a Eurodollar Loan, in each case which rate shall be
increased as set forth in the second succeeding paragraph, and (b)
with respect to any ABR Loan or Eurodollar Loan that is a Revolving
Loan, the applicable rate per annum set forth below under the
caption "Revolving Loan ABR Spread" or "Revolving Loan Eurodollar
Spread", as applicable, which rate shall be increased as set forth
in the second succeeding paragraph, in each case based upon the
Leverage Ratio as of the most recent determination date:
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============================= ============================
Revolving Loan Eurodollar
Leverage Ratio:
Revolving Loan ABR Spread
Spread
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----------------------------- ----------------------------
Category 1
2.00%
3.00%
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Equal to or greater than 3.75 to 1.00
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----------------------------- ----------------------------
Category 2
Less than 3.75 to 1.00 but equal to or
1.75%
2.75%
greater than 3.25 to 1.00
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----------------------------- ----------------------------
2
------------------------------------------------
----------------------------- ----------------------------
Category 3
1.50%
2.50%
----------
Less than 3.25 to 1.00
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============================= ============================
For purposes of the foregoing, (a) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower
based upon the Borrower's consolidated financial statements
delivered pursuant to Section 5.01(a) or (b) and (b) each change in
the Applicable Rate resulting from a change in the Leverage Ratio
shall be effective during the period commencing on and including
the
date of delivery to the Administrative Agent of such consolidated
financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change,
provided that the Leverage Ratio shall be deemed to be in Category
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(A) at any time that an Event of Default described in paragraph
(a),
(b), (h), (i) or (j) of Section 7.01 has occurred and is continuing
or (B) at the option of the Administrative Agent or at the request
of the Required Lenders if the Borrower fails to deliver the
consolidated financial statements required to be delivered by it
pursuant to Section 5.01(a) or (b), during the period from the
expiration of the time for delivery thereof until such consolidated
financial statements are delivered.
The applicable rate per annum set forth above for any day shall
be increased by an amount equal to the sum of (a) if the corporate
family rating is set at B3 (with a negative watch) or lower by
Moody's on such day, 0.50% per annum plus (b) if the corporate
credit rating is set at (i) either B (with a negative watch) or B-
(without a negative watch) by S&P on such day, 0.25% per annum
or
(ii) B- (with a negative watch) or lower by S&P on such day,
0.50%
per annum.
(c) The definition of the term "Domestic Permitted
Acquisition" in Section 1.01 of the Credit Agreement is hereby
amended and
restated in its entirety as follows:
"Domestic Permitted Acquisition" means any Permitted
Acquisition pursuant to which (a) at least 75% of the assets held
by
the Subsidiaries acquired or created in such acquisition, or the
assets acquired in such acquisition, are (i) held by Domestic
Subsidiaries in respect of which the Collateral and Guarantee
Requirement has been satisfied and (ii) are located in the United
States of America and (b) at least 75% of the aggregate revenues
generated by the entities acquired or created in such acquisition
are generated by entities that are Domestic Subsidiaries in respect
of which the Collateral and Guarantee Requirement has been
satisfied.
(d) The proviso to the definition of the term "Specified
Charges" in Section 1.01 of the Credit Agreement is hereby amended
and restated
in its entirety as follows:
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provided that (i) in the case of the charges and expenses
described in clause (a) above, such charges and expenses are paid
or otherwise accounted for within 30 months of the Amendment
Effective Date, (ii) in the case of the expenditures described in
clause (b) above, such expenditures are made on or before
December 31, 2006, (iii) the aggregate amount of expenses
described in clause (b) above shall not exceed $7,500,000 during
any four fiscal quarter period and (iv) the aggregate amount of
Specified Charges described in clause (a) above on and after the
Amendment Effective Date shall not exceed $152,000,000, of which
not more than $110,000,000 shall be cash charges.
SECTION 4. Amendments to Section 2.11. (a) Clause (d) of
Section 2.11 of the Credit Agreement is hereby amended by inserting
the
following new text immediately before clause designator (i) of such
clause:
(A) in the case of the fiscal year ending December 31, 2005, 50%
of Excess Cash Flow during such fiscal year and (B) in the case
of each other fiscal year
(b) Section 2.11 of the Credit Agreement is hereby amended by
inserting the following new clause at the end of such Section:
(g) All voluntary prepayments of the Tranche B Term Loans
effected on or prior to the second anniversary of the Amendment
Effective Date with the proceeds of a substantially concurrent
issuance or incurrence of new term loans under this Agreement, as
amended, amended and restated, supplemented, waived or otherwise
modified from time to time (excluding a refinancing of all the
credit facilities provided for herein in connection with another
transaction not permitted by this Agreement (as determined prior
to giving effect to any amendment or waiver of this Agreement
being adopted in connection with such transaction), provided that
the p
