AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
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, Franchise & Other Fiduciary Taxes dated October 4, 2001, in an amount not to exceed $3,000,000 (exclusive of payroll taxes).
Section 4. Representations. Each Borrower represents and warrants that (i) all the representations and warranties contained in the Loan Documents are true and correct in all material respects as of the date of effectiveness of this Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date) and (ii) no Default will have occurred and be continuing under the Credit Agreement on the date of effectiveness of this Amendment.
Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Section 7. Effect on Credit Agreement. The execution, delivery and effect of this Amendment shall be limited precisely as written and shall not be deemed to (a) be a consent to any waiver of any term or condition of, or to any amendment or modification of, any term or condition (except as specifically set forth herein) of the Credit Agreement or any other of the Loan Documents or (b) prejudice any right, power or remedy which the Administrative Agent or any Lender now has or may have in the future under or in connection with the Credit Agreement or any of the other Loan Documents.
Section 8. Effectiveness. This Amendment shall become effective on the date on which the Administrative Agent shall have received a counterpart hereof signed by each Borrower and the Required Lenders.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
BORROWERS: | ||||
FEDERAL-MOGUL CORPORATION | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
J.W.J. HOLDINGS INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
CARTER AUTOMOTIVE COMPANY, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL VENTURE CORPORATION | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
FEDERAL-MOGUL GLOBAL PROPERTIES INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | President and Treasurer |
FEDERAL-MOGUL WORLD WIDE, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | President and Treasurer | |||
FELT PRODUCTS MFG. CO. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
FEDERAL-MOGUL U.K. HOLDINGS INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
FEDERAL-MOGUL GLOBAL INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
T&N INDUSTRIES INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
FERODO AMERICA, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer |
GASKET HOLDINGS, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
FEDERAL-MOGUL MYSTIC, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
FEDERAL-MOGUL PRODUCTS INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL FX, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | President |
FEDERAL-MOGUL POWERTRAIN, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
FEDERAL-MOGUL PISTON RINGS, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
MCCORD SEALING, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
FEDERAL-MOGUL DUTCH HOLDINGS, INC. | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer | |||
FEDERAL-MOGUL IGNITION COMPANY | ||||
By: | ||||
Name: | David A. Bozynski | |||
Title: | Vice President and Treasurer |
CITICORP USA, INC., as | ||
Administrative Agent and Swing Line Lender | ||
By: | ||
Name: | ||
Title: | ||
CITIBANK, N.A., as Fronting Bank | ||
By: | ||
Name: | ||
Title: |
LENDERS: | ||
CITICORP USA, INC. | ||
By: | ||
Name: | ||
Title: |
[LENDER], as [Revolving Credit][Term] | ||
Lender | ||
By: | ||
Name: | ||
Title: |