Exhibit 10.7 EXECUTION COPY AMENDMENT NO. 2 dated as of June 30, 2005 (this "Amendment") to the RECEIVABLES PURCHASE AGREEMENT dated as of November 30, 2004, as amended April 1, 2005 (the "Agreement"), among Affinia Receivables LLC, a Delaware limited liability company ("Finance Subsidiary"), Affinia Group Inc., a Delaware corporation ("Affinia Group"), as initial Servicer (the "Servicer" and Performance Guarantor, and together with Finance Subsidiary, the "Seller Parties" and each a "Seller Party"), the entities identified on the signature pages thereto as a "Financial Institution" (together with any of their respective successors and assigns thereunder, the "Financial Institutions"), Park Avenue Receivables Company LLC ("Conduit", and together with the Financial Institutions, the "Purchasers") and JPMorgan Chase Bank, N.A., as agent for the Purchasers thereunder or any successor agent thereunder (together with its successors and assigns thereunder, the "Agent"). The parties hereto hereby agree as follows: SECTION 8. DEFINED TERMS. Capitalized terms used but not otherwise defined herein will have the meanings as defined in the Agreement. SECTION 9. AMENDMENTS TO THE AGREEMENT. Article II, Payment and Collections Section 2.7 of the Agreement is hereby amended and restated in its entirety as follows: Clean Up Call. In addition to Finance Subsidiary's rights pursuant to Section 1.3, Finance Subsidiary shall have the right (after providing written notice to the Agent in accordance with the Required Notice Period), at any time following the reduction of the Aggregate Capital to a level that is less than 10.0% of the original Purchase Limit, to repurchase from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests, subject to the following conditions and limitations: (i) the dollar amount of the purchase price of Purchaser Interests repurchased under this Section 2.7 on any date can not exceed 10% of the dollar amount of the lowest Purchase Price paid to Finance Subsidiary by the Purchasers for Purchaser Interests sold on one Business Day, (ii) the purchase price for a repurchase of Purchaser Interests shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds, (iii) in relation to all then outstanding Purchaser Interests, (x) if the dollar amount of the repurchase price does not exceed 10% of the dollar amount of the lowest Purchase Price paid to Finance Subsidiary by the Purchasers for Purchaser Interests sold on one Business Day, then all outstanding Purchaser Interests must be repurchased in one transaction, and (y) if the dollar amount of the repurchase price does exceed 10% of the dollar amount of the lowest Purchase Price paid to Finance Subsidiary by the Purchasers for Purchaser Interests sold on one Business Day, then each repurchase, which must be made on consecutive Business Days, must exceed 9% (other than the last repurchase) of the dollar amount of the lowest Purchase Price paid on one Business Day to Finance Subsidiary by the Purchasers for Purchaser Interests. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser or the Agent. SECTION 10. REPRESENTATIONS AND WARRANTIES. Each Seller Party represents and warrants as to itself to the Purchasers and Agent that the representations and warranties of each Seller Party set forth in the Agreement shall be true and correct in all material respects, in each case on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respect as of such earlier date). SECTION 11. GOVERNING LAW. This Amendment shall be governed and construed in accordance with the laws of the State of New York. SECTION 12. COUNTERPARTS. This Amendment may be executed in counterparts, each of which will be an original, but all of which together will constitute a single agreement.. SECTION 13. AGREEMENT IN FULL FORCE AND EFFECT. Except as expressly amended hereby, the Agreement will continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date of the effectiveness hereof, any reference to the Agreement will mean the Agreement as amended by this Amendment. SECTION 14. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective as of the date hereof once this Amendment shall have been executed and delivered by the parties hereto. [balance of this page intentionally left blank] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof. AFFINIA RECEIVABLES LLC By: /s/ Tom Kaczynski -------------------------------------------------- Name: Tom Kaczynski Title: Treasurer PARK AVENUE RECEIVABLES COMPANY LLC By: /s/ William W. Wood -------------------------------------------------- Authorized Signatory JPMORGAN CHASE BANK, N.A., as a Financial Institution and as Agent By: /s/ William W. Wood -------------------------------------------------- Name: William W. Wood Title: Vice President Acknowledged on the date hereof by: AFFINIA GROUP INC. By: /s/ Thomas H. Madden -------------------------------------------------- Name: Thomas H. Madden Title: Chief Financial Officer
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S-4 Filing
Affinia Inactive S-4Registration of securities issued in business combination transactions
Filed: 8 Sep 05, 12:00am