Amendment No. 1 to Advisory Agreement among Affinia Group Entities and Torque Capital Group LLC
This amendment updates the Advisory Agreement between Affinia Group Inc., its affiliates, and Torque Capital Group LLC. The changes extend the period for advisory services provided by Torque Capital Group from June 30, 2012, to March 31, 2013, and adjust certain numerical terms and notice periods within the agreement. All other terms of the original agreement remain unchanged. The amendment is effective as of July 1, 2012, and is signed by authorized representatives of all parties.
Exhibit 10.39
AMENDMENT NO. 1 TO THE ADVISORY AGREEMENT
This Amendment No. 1 to the Advisory Agreement dated as of January 1, 2011 (the “Advisory Agreement”) among Affinia Group Inc., a Delaware corporation (the “Company”), Affinia Group Intermediate Holdings Inc., a Delaware corporation (“Intermediate”), Affinia Group Holdings Inc., a Delaware corporation (“Parent”) and Torque Capital Group LLC, a Delaware limited liability company (“Torque”) is entered into on August 30, 2012 with an effective date as of July 1, 2012.
WHEREAS, Torque, Parent, Intermediate and the Company desire to amend the Advisory Agreement to extend the period during which Torque would provide advisory services and to make other mutually agreed modifications.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions herein set forth, the parties hereto agree as follows:
| 1. | Section 3 (a) of the Advisory Agreement is hereby amended to delete the number “2.4” and replace it with the number “3.6”. |
| 2. | Sections 3 (a) and 3 (b) of the Advisory Agreement are hereby amended to delete the date “June 30, 2012” and replace it with the date “March 31, 2013”. |
| 3. | Section 3 (d) of the Advisory Agreement is hereby amended to delete the number “5.4” and replace it with the number “6.6”. |
| 4. | Section 6 of the Advisory Agreement is hereby amended to delete the number “90” and replace it with the number “30”. |
| 5. | Except as expressly amended hereby, the terms of the Advisory Agreement shall be and remain unchanged and the Agreement as amended hereby shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed and delivered by their duly authorized officers or agents as set forth below.
| TORQUE CAPITAL GROUP LLC | ||
| By: | /s/ Joseph E. Parzick | |
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| Name: Joseph E. Parzick Title: Managing Partner | ||
| AFFINIA GROUP INC. | ||
| By: | /s/ Steven E. Keller | |
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| Name: Steven E. Keller Title: Senior Vice President | ||
| AFFINIA GROUP INTERMEDIATE HOLDINGS INC. | ||
| By: | /s/ Steven E. Keller | |
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| Name: Steven E. Keller Title: Senior Vice President | ||
| AFFINIA GROUP HOLDINGS INC. | ||
| By: | /s/ Steven E. Keller | |
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| Name: Steven E. Keller Title: Senior Vice President | ||
