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Third Amendment To The Abl Credit Agreement

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Exhibit 10.1

EXECUTION COPY

THIRD AMENDMENT

TO ABL CREDIT AGREEMENT

This THIRD AMENDMENT TO ABL CREDIT AGREEMENT (this " Amendment" ) is dated as of November 30, 2010 and is entered into by and among Affinia Group Intermediate Holdings Inc., a Delaware corporation (" Holdings" ), Affinia Group Inc., a Delaware corporation (the " Company" ), each other Wholly-Owned Domestic Subsidiary of Holdings set forth on the signature pages hereto as a U.S. Borrower (together with the Company, collectively, the " U.S. Borrowers" ), Affinia Canada ULC, an unlimited liability corporation organized under the laws of the Province of Alberta (as successor by amalgamation of Affinia Canada Holdings Corp. and Affinia Canada ULC consummated on January 1, 2010, the " Canadian Borrower" and, together with the U.S. Borrowers, the " Borrowers" ), each Wholly-Owned Domestic Subsidiary and each Wholly-Owned Canadian Subsidiary that from time to time guarantees any of the Obligations (as hereinafter defined) (together with Holdings, being the " Guarantors" and each a " Guarantor" and the Guarantors, together with the Borrowers being, collectively, the " Credit Parties" and each a " Credit Party" ), the financial institutions party hereto (the " Lenders" ), and Bank of America, N.A., as a Lender and as administrative agent (in such capacity, the " Administrative Agent" ).

RECITALS:

A. The Credit Parties, the Lenders and the Administrative Agent have entered into that certain ABL Credit Agreement dated as of August 13, 2009 (as amended and as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement" ), pursuant to which, among other things, the Administrative Agent and the Lenders have made and may hereafter make certain loans, advances and other financial accommodations to the Borrowers. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Credit Agreement.

B. The Administrative Agent, the Lenders and the Credit Parties have agreed to amend the Credit Agreement to, among other things, (a) permit the Company to incur up to an additional $200,000,000 of unsecured indebtedness, (b) amend the definition of " Change of Control" , (b) set forth preconditions to permit the Parent Merger (as defined in Section 1.2 below), (c) modify the conditions to making certain dividends, distributions, restricted payments and investments, (d) extend the Final Maturity Date, (e) allow for prepayments of certain outstanding indebtedness with the proceeds of the IPO (if the Parent undertakes the IPO), (f) modify the Seasonal Advance Percentage as it relates to the U.S. and Canadian Borrowing Bases and (g) modify certain other provisions thereof.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereto hereby agree as follows:

AGREEMENT:

SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT. Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as set forth below:

1.1 The following defined terms set forth in Section 1.01 of the Credit Agreement are hereby amended as follows:

(a) Clause (c) of the definition of " Aggregate Consideration" is hereby amended and restated in its entirety to read as follows:

" (c) the Fair Market Value of all other consideration paid (or to be paid) in connection with such Permitted Acquisition (other than the Fair Market Value of any Equity Interests of Parent or, until the Merger Effective Date, any common Equity Interests of Holdings)" .

(b) The pricing grid set forth in the definition of " Applicable Margin" is hereby amended and restated in its entirety to read as follows:


Level Average Aggregate Availability Base Rate Loans and Canadian Prime Rate Loans LIBOR Loans and Canadian BA Rate Loans

I a3 $105,000,000 1.75 % 2.75 %

II > $105,000,000 but $210,000,000 1.25 % 2.25 %

(c) The definition of " Applicable Permitted Investment Amount" is hereby amended and restated in its entirety to read as follows:

" Applicable Permitted Investment Amount" shall mean, (i) as used in reference to an Investment for which the Tier I Payment Conditions would be satisfied both immediately before and after the making thereof, the Permitted Investment Amount and (ii) in all other cases, $0.

(d) The definition of " Applicable Seasonal Percentage" is hereby replaced with the following definition of " Applicable Percentage" , and all references to " Applicable Seasonal Percentage" in the Credit Agreement shall be replaced by references to " Applicable Percentage" :

" Applicable Percentage" shall mean 75%.

(e) The definition of " Applicable Unused Line Fee Margin" is hereby amended and restated in its entirety to read as follows:

" Applicable Unused Line Fee Margin" shall mean with respect to any Fiscal Quarter, (a) if the average aggregate daily outstanding principal amount (on a U.S. Dollar Equivalent basis) of all Revolving Loans (excluding, for clarity sake, any Swingline Loans) and the average aggregate daily Stated Amount of all outstanding Letters of Credit during such Fiscal Quarter is equal to or greater than 50% of the amount of the Total Revolving Loan Commitment, 0.375% or (b) otherwise, .50%.

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(f) The definition of " Canadian BA Rate" is hereby amended by deleting the following proviso at the end thereof:

" ; provided , however, that in no event shall the Canadian BA Rate be less than 1.50%."

(g) The definition of " Change of Control" is hereby amended and restated in its entirety to read as follows:

" Change of Contro l" shall mean (i) any " person" or " group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Permitted Holders, is or shall become the " beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 50% or more (on a fully diluted basis) of the Voting Equity Interests of Parent, (ii) the Board of Directors of Parent shall cease to consist of a majority of Continuing Directors, (iii) prior to the Merger Effective Date, Parent shall cease to directly own and control 100% of the Equity Interests of Holdings, (iv) Holdings shall cease to directly own and control 100% of the Equity Interests of the Company, or (v) notwithstanding the foregoing, a " change of control" or similar event shall occur as provided in any Senior Secured Notes Document, any Additional Senior Secured Notes Documents, any Existing Senior Subordinated Notes Document, any Additional Senior Subordinated Notes Document, the Parent PIK Note, any Preferred Equity of Parent (or the documentation governing the same) or any Supplemental Material Indebtedness Document.

(h) The definition of " Consolidated EBITDA" is hereby amended and restated in its entirety to read as follows:

" Consolidated EBITDA" shall mean, for any period, Consolidated Net Income for such period plus , without duplication and to the extent deducted in determining such Consolidated Net Income for such period, the sum of (i) consolidated interest expense of Holdings and its Subsidiaries for such period, (ii) consolidated income tax expense of Holdings and its Subsidiaries for such period (including any income tax expense of Parent for such period to the extent Holdings or any of its Subsidiaries has made payment in accordance with the terms hereof to or for the account of Parent in respect thereof), (iii) depreciation and amortization expense of Holdings and its Subsidiaries for such period, (iv) to the extent not netted from the IPO proceeds, out of pocket fees, commissions, costs and expenses paid during such period in connection with the IPO (up to a maximum amount of $5,000,000, in aggregate, for all periods) and (v) any non-cash charges, losses or expenses of Holdings and its Subsidiaries for such period (but excluding any non-cash charge, loss or expense in respect of an item that was included in Consolidated Net Income in a prior period and any non-cash charge, loss or expense that relates to the write-down or write-off of inventory, other than any write-down or write-off of inventory as a result of purchase accounting adjustments in respect of any Permitted Acquisition).

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(i) The definition of " Dominion Threshold" is hereby amended and restated in its entirety to read as follows:

" Dominion Threshold" means the greater of (a) 15% of the Total Revolving Loan Commitment and (b) $47,500,000.

(j) The definition of " Fee Letter" is hereby amended and restated in its entirety to read as follows, and all references to the " Fee Letter" in the Credit Agreement shall be, unless otherwise specifically indicated, deemed to be references to the " Fee Letters" :

" Fee Letters" shall mean (i) the amended and restated fee letter agreement dated as of the Effective Date between Administrative Agent and the Borrowers, (ii) that certain fee letter agreement dated as of July 29, 2009 among the Company and the Lead Arranger and (iii) that certain fee letter agreement dated as of November 3, 2010 among the Company, Holdings, the Agent, and the Lead Arranger.

(k) The definition of " Final Maturity Date" is hereby amended to delete the date " August 13, 2013" which appears therein and to substitute the date " November 30, 2015" therefor.

(l) The definition of " Holdings" is hereby amended and restated in its entirety to read as follows:

" Holdings" shall (x) at all times prior to the Merger Effective Date, have the meaning provided in the first paragraph of this Agreement and (y) at all times from and after the Merger Effective Date, mean Affinia Group Holdings Inc., as successor by merger to Affinia Group Intermediate Holdings Inc.

(m) The definition of " IPO" is hereby amended and restated in its entirety to read as follows:

" IPO" means an underwritten public offering of the Parent' s common stock pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933; provided that (i) there are sales pursuant to such registration statement of shares of such common stock for a net aggregate offering price of not less than $200,000,000 and (ii) such common stock is listed on a national securities exchange.

(n) The definition of " LIBOR" is hereby amended by deleting the following proviso at the end thereof:

" ; provided , however, that in no event shall LIBOR be less than 1.50%" .

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(o) The definition of " Monthly Reporting Period" is hereby amended and restated in its entirety to read as follows:

" Monthly Reporting Period" shall mean the period commencing with the calendar month immediately preceding any calendar month during which Excess Availability falls below the Dominion Threshold (such month during which such Excess Availability was below such amount being the " Subject Month" ) and continuing until (and including) the second complete consecutive calendar month occurring after the Subject Month for which Excess Availability was at all times above the foregoing amounts and for which months (including such second consecutive month) the Credit Parties shall have delivered all monthly financial statements and monthly management reports required to be delivered to the Administrative Agent pursuant to Sections 9.01 and 9.02 .

(p) The definition of " Parent" is hereby amended and restated in its entirety to read as follows:

" Parent" shall mean Affinia Group Holdings Inc., including as the surviving entity of the Parent Merger.

(q) The definition of " Permitted Investment Amount" is hereby amended and restated in its entirety to read as follows:

" Permitted Investment Amount" shall mean, as it relates to any Investment (i) constituting Intercompany Loans from Credit Parties to non-Credit Parties or from U.S. Credit Parties to Canadian Credit Parties under and pursuant to Section 10.05(h ), (ii) constituting capital contributions by Credit Parties to non-Credit Parties or U.S. Credit Parties to Canadian Credit Parties under and pursuant to Section 10.05(i)(v) , (iii) constituting Permitted Acquisitions under and pursuant to Section 10.05(l) and the definition of Permitted Acquisition or (iv) constituting any other Investment under and pursuant to Section 10.05(q) (each, a " Subject Investment" ), in each case, so long as the Tier I Payment Conditions are and will be satisfied both before and after giving effect to such Subject Investment, any dollar amount less than the amount at which the Tier I Payment Conditions would cease to be so satisfied after giving effect to such Subject Investment.

(r) The definition of " Tier I Payment Conditions" is hereby amended and restated in its entirety to read as follows:

" Tier I Payment Conditions" shall mean that each of the following conditions are satisfied both at the time of each action or proposed action and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) Excess Availability (on the date of such action or proposed action) and Average Aggregate Availability (for the 90-day period ending on the date of such action or proposed action), in each case, calculated on a Pro Forma Basis as if such action or proposed action had occurred on the first day of such measurement period, shall exceed the greater of (x) $50,000,000 and (y) 20% of the Total Borrowing Base as then in effect, (iii) if Excess Availability (on the date of such action or proposed action) and Average Aggregate Availability (for the 90-day period ending on the date of such action or proposed action), in each case, calculated on a Pro Forma Basis as if such action or proposed action had occurred on the first day of such measurement period, does

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not exceed the greater of (x) $75,000,000 and (y) 30% of the Total Borrowing Base as then in effect, then Holdings shall be in compliance with a Consolidated Fixed Charge Coverage Ratio of not less than 1.10:1.00 for the Test Period ending as of the last day of the immediately preceding calendar month, calculated, other than with respect to prepayments of Indebtedness pursuant to Section 10.03(b) , on a Pro Forma Basis as if such action or proposed action had occurred on the first day of such Test Period, (iv) in the case of Permitted Acquisitions, Dividends and other distributions, Investments or other payments, such Permitted Acquisitions, Dividends and other distributions, Investments or other payments would be permitted under the Senior Secured Notes Documents, the Existing Senior Subordinated Notes Documents, any Additional Senior Subordinated Notes Documents and any Supplemental Material Indebtedness Documents and (v) not less than ten (10) days prior to such action or proposed action, Holdings shall have delivered to the Administrative Agent a certificate of an Authorized Officer of Holdings certifying as to compliance with preceding clauses (i) through (iv) and demonstrating (in reasonable detail) the calculations required by preceding clauses (ii) and (iii), which certificate shall be recertified to the Administrative Agent by an Authorized Officer of Holdings on and as of the date of the proposed transaction.

(s) The definition of " Tier II Payment Conditions" is hereby deleted in its entirety, all references to " the Tier II Payment Conditions" shall also be deleted in their entirety wherever the same may appear and all resulting references to " either the Tier I Payment Conditions or" shall be replaced with references to " the Tier I Payment Conditions" .

(t) The definition of " Trigger Period" is hereby amended and restated in its entirety to read as follows"

" Trigger Period" means the period (a) commencing on the day that an Event of Default occurs or Excess Availability is less than the greater of (i) 12.5% of the Total Revolving Loan Commitments at such time and (ii) $39,500,000 (the " Threshold Amount" ) at any time; and (b) continuing thereafter until no Event of Default has existed and Excess Availability has been greater than the Threshold Amount at all times, in each case, for 60 consecutive days.

(u) The definition of " U.S. Revolving Commitment Termination Date" is hereby amended and restated to read as follows:

" U.S. Revolving Commitment Termination Date" shall mean the earliest to occur of (a) the Final Maturity Date, (b) the termination or reduction to zero of the U.S. Commitment for any reason whatsoever, including pursuant to Section 11 and (c) the Early Commitment Termination Date."

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1.2 Section 1.01 of the Credit Agreement is hereby amended to add definitions of " Early Commitment Termination Date ," " Excluded Foreign Subsidiary Indebtedness" , " IPO Prepayments" , " Merger Conditions" , " Merger Effective Date" , " Parent Merger" , " Parent Stockholders Agreement" , " Qualified Secured Cash Management Obligations" , " Qualified Secured Hedging Obligations" , " Supplemental Material Indebtedness Documents" , " Third Amendment" and " Third Amendment Effective Date" as follows:

" Early Commitment Termination Date" shall mean, if with respect to any Existing Senior Subordinated Notes and/or any Additional Senior Subordinated Notes maturing prior to, or less than six (6) months after, the Final Maturity Date, the Credit Parties shall have failed to have fully effected (to the reasonable satisfaction of the Administrative Agent) any of the actions set forth in clauses (a) or (b) below, in each case, at least ninety-one (91) days prior to the earlier of (i) the maturity date of such Existing Senior Subordinated Notes and/or any Additional Senior Subordinated Notes and (ii) the Final Maturity Date, then such date so occurring ninety-one days prior to such earlier date shall be the " Early Commitment Termination Date" :

(a) extended, renewed or refinanced all of such Existing Senior Subordinated Notes and/or Additional Senior Subordinated Notes (including, in each case, all interest, principal, premium, fees and other amounts owing thereunder), as applicable, with Indebtedness meeting the requirements set forth in Section 10.04(b)(2) hereof, or

(b) to the extent that no Default or Event of Default then exists or would result therefrom, either (1) the Borrowers and the Administrative Agent shall have implemented an ongoing reserve against the U.S. Borrowing Base in the full amount of, and for prepayment of the full amount of, or (2) the Company shall have fully redeemed, fully cash defeased or repaid in full all of, such Existing Senior Subordinated Notes and Additional Senior Subordinated Notes (including, in each case, all interest, principal, premium, fees and other amounts owing thereunder), in any case under this clause (b), in compliance with and to the extent permitted under (x) Section 10.03(b) (the applicability of such Section and such compliance with and permissibility under such Section being determined as if such implementation of such reserve or such defeasance or repayment were a prepayment (as opposed to a scheduled payment) of such Indebtedness on such date) and (y) the Existing Senior Subordinated Notes Documents and/or Additional Senior Subordinated Notes Documents, as applicable.

" Excluded Foreign Subsidiary Indebtedness" shall mean the Indebtedness of any Subsidiary other than a Canadian Subsidiary or Domestic Subsidiary (a) in respect of which none of the Credit Parties are bound by the terms of or has any liability (either primarily, as a guarantor or surety or otherwise) or has granted any Lien or pledged any assets for the payment or security thereof and (b) is otherwise permitted pursuant to Section 10.04 hereof.

" IPO Prepayments" shall mean (i) the prepayment of all or any portion of the outstanding principal of the Existing Senior Subordinated Notes plus the premium and accrued and unpaid interest associated therewith, (ii) the prepayment of all or any portion of the outstanding principal of the Senior Secured Notes plus the premium and accrued and unpaid interest associated therewith and (iii) the prepayment of all or any portion of the outstanding principal of the Parent PIK Note and the accrued and unpaid interest associated therewith, in each case, to the extent such prepayments are funded solely from the net proceeds of, and paid within sixty (60) days after the completion of, the IPO.

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" Merger Conditions" shall mean that each of the following conditions which are required to be satisfied in connection with the consummation of the Parent Merger:

(i) both immediately before and immediately after giving effect to the Parent Merger, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(ii) both immediately before and immediately after giving effect to the Parent Merger, all representations and warranties of the Credit Parties in the Credit Documents (after giving effect to the Third Amendment) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the Parent Merger, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date;

(iii) the IPO shall have been consummated on or prior to the Merger Effective Date and all of the Parent' s Equity Interest which are subject to any redemption, repurchase, put or other similar right or option in favor of the holders thereof which are exercisable or effective at the option of the holders prior to the date occurring six months after the Final Maturity Date shall have been previously redeemed or repurchased or such shares have been converted to common, non-redeemable Equity Interests;

(iv) such Merger shall be consummated in accordance with, and shall not be in violation of, any of the terms of the Senior Secured Notes Documents, the Senior Subordinated Notes Documents, any Supplemental Material Indebtedness Documents, the Parent PIK Note and other material agreements to which the parties thereto are subject;

(v) the Parent PIK Note shall not have been amended, supplemented or modified since the date of issuance in any manner adverse to the Parent or the Lenders;

(vi) the Administrative Agent shall have received a written certification from the Parent on the Merger Effective Date certifying as to the satisfaction of all conditions set forth in clause (i) (v) above and certifying a genuine copy of the Parent PIK Note;

(vii) the Administrative Agent shall have received on or prior to the Merger Effective Date a Joinder Agreement, together with the updated Schedules to the Credit Agreement and Perfection Certificate as required by the Joinder Agreement, executed by Parent as the surviving entity of the Parent Merger, pursuant to which Parent shall become a Guarantor for all purposes under the Credit Agreement, a Grantor for all purposes under the U.S. Security Agreement and a Grantor for all purposes under the Intercreditor Agreement, and pursuant to which Parent shall grant a security interest and lien in and on all of its assets in favor of the Collateral Agent, with the priority required by the Security Documents and the Intercreditor Agreement;

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(viii) the Administrative Agent shall have received a certificate from Parent dated as of the Merger Effective Date, signed by the chairman of the board, the chief executive officer, the president, the secretary or any vice president of Parent, and attested to by any vice president (other than a vice president that signed such certificate), secretary, or any assistant secretary of Parent, certifying copies of (A) the certificate or articles of incorporation and
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