Federal Mogul Corp Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2008 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan

AGREEMENT by and between Federal-Mogul Corporation, a Michigan corporation (the “Company”), and Jeff J. Kaminski (the “Executive”), dated as of the 24th day of June, 2002 (this “Agreement”).

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Amended and Restated Share and Asset Purchase Agreement dated January 23, 2015 by and between TRW AUTOMOTIVE INC. – “Seller” – on the one hand and FEDERAL- MOGUL VALVETRAIN GMBH – “Purchaser” – on the other hand
Share and Asset Purchase Agreement • January 29th, 2015 • Federal-Mogul Holdings Corp • Motor vehicle parts & accessories

the “Sold JV Entities”). The shares in the JV Entities are held by the respective direct or indirect wholly-owned subsidiary of the Seller (the “Relevant JV Share Seller”) and its respective joint venture partner (the “Relevant JV Partner”) as set out directly opposite to such JV Entity’s name on Schedule (C) under the headings “Relevant JV Share Seller” and “Relevant JV Partner”. The shares held by the Relevant JV Share Seller in the JV Entities are collectively referred to as the “JV Shares” and, to the extent the Relevant JV Sale Permission has been obtained, the “Sold JV Shares”.

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LOCKUP AGREEMENT
Lockup Agreement • January 3rd, 2008 • Federal-Mogul Corp • Motor vehicle parts & accessories • Delaware

LOCKUP AGREEMENT, dated as of December 27, 2007 by and among Federal-Mogul Corporation, a Delaware corporation (the “Company”), Federal-Mogul Asbestos Personal Injury Trust (individually and collectively with its Affiliates and permitted successors and assigns, the “Trust”) and Thornwood Associates Limited Partnership (individually and collectively with its Affiliates and successors and permitted assigns, the “Class A Stockholder”).

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WARRANT AGREEMENT between FEDERAL-MOGUL CORPORATION and MELLON INVESTOR SERVICES LLC as Warrant Agent Warrants to Purchase 6,951,871 Shares of Class A Common Stock Dated as of December 27, 2007
Warrant Agreement • January 3rd, 2008 • Federal-Mogul Corp • Motor vehicle parts & accessories • Delaware

THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of December 27, 2007, is made by and between Federal-Mogul Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as warrant agent (the “Warrant Agent”).

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Form of Stock Appreciation Rights Agreement FEDERAL-MOGUL CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT Employee Name: (the “Employee”) Total Number of Stock Appreciation Rights:
Stock Appreciation Rights Agreement • June 2nd, 2010 • Federal Mogul Corp • Motor vehicle parts & accessories • Delaware
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SEVERANCE AGREEMENT
Severance Agreement • March 19th, 2008 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan

THIS AGREEMENT is entered into as of the 24th day of June, 2002 by and between Federal Mogul Corporation, a Michigan corporation (the “Company”), and Jeff J. Kaminski (the “Executive”).

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INVESTMENT AGREEMENT BY AND BETWEEN FEDERAL-MOGUL CORPORATION AND IEH FM HOLDINGS LLC DATED AS OF DECEMBER 2, 2012
Investment Agreement • December 3rd, 2012 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

This INVESTMENT AGREEMENT, dated as of December 2, 2012 (this “Agreement”), is by and between Federal-Mogul Corporation, a Delaware corporation (the “Company”), and IEH FM Holdings LLC, a Delaware limited liability company (the “Investor”).

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Affinia Group Inc. Ann Arbor, MI 48108
Asset Purchase Agreement • May 2nd, 2014 • Federal-Mogul Holdings Corp • Motor vehicle parts & accessories • New York

Reference is made to that certain Asset Purchase Agreement dated as of January 21, 2014, as amended by that certain letter agreement dated February 20, 2014 (as amended hereby and as may be further amended from time to time, the “Purchase Agreement”) between Affinia Group Inc., as seller (“Seller”), and Federal-Mogul Chassis LLC, formerly known as VCS Quest Acquisition LLC, as buyer (“Buyer”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.

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STOCK OPTION AGREEMENT DATED FEBRUARY 15, 2008
Stock Option Agreement • February 21st, 2008 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan

Federal-Mogul Corporation, a Delaware corporation (the “Company”), grants to José Maria Alapont (the “Optionee”) on February 15, 2008 a non-qualified option (the “Option”) to purchase from the Company the number of shares of its Class A Common Stock (“Stock”) described below, at the exercise price per share described below and upon and subject to the terms and conditions set forth below. The date on which the Option is granted is referred to herein as the “Grant Date”.

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Amended and restated STOCK AND ASSET PURCHASE AGREEMENT dated as of July 10, 2014 by and between Honeywell International Inc., Platin 966. GmbH and Saxid SAS
Stock and Asset Purchase Agreement • July 15th, 2014 • Federal-Mogul Holdings Corp • Motor vehicle parts & accessories • New York

This AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) made as of July 10, 2014 and effective as of January 7, 2014 (the “Effective Date”) by and among Honeywell International Inc., a Delaware corporation (“Seller Parent”), on behalf of itself and the other entities listed on Attachment A (Seller Parent and each such entity is referred to individually as a “Seller” and collectively as “Sellers”), Platin 966. GmbH, a German limited liability company (“Purchaser”), and Saxid SAS, a société par actions simplifiée (“French Purchaser” and together with Purchaser, “Purchasers”).

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ASSET PURCHASE AGREEMENT by and between AFFINIA GROUP INC., as Seller, and VCS QUEST ACQUISITION LLC, as Buyer Dated as of January 21, 2014
Asset Purchase Agreement • January 22nd, 2014 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of January 21, 2014, by and between AFFINIA GROUP INC., a Delaware corporation (“Seller”) and VCS QUEST ACQUISITION LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used herein have the respective meanings set forth in Annex I.

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FEDERAL-MOGUL CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 3rd, 2008 • Federal-Mogul Corp • Motor vehicle parts & accessories • New York

REGISTRATION RIGHTS AGREEMENT, dated as of December 27, 2007 (this “Agreement”), among the parties listed on Schedule I hereto (the “Major Holders”), the other Holders (as defined below) listed on Schedule II hereto or that execute a joinder to this Agreement subsequent to the date hereof, and Federal-Mogul Corporation, a Delaware corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER among FEDERAL MOGUL HOLDINGS CORPORATION AMERICAN ENTERTAINMENT PROPERTIES CORP. and IEH FM HOLDINGS LLC DATED AS OF SEPTEMBER 6, 2016
Merger Agreement • September 7th, 2016 • Federal-Mogul Holdings Corp • Motor vehicle parts & accessories • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of September 6, 2016, among Federal Mogul Holdings Corporation, a Delaware corporation (the “Company”), American Entertainment Properties Corp., a Delaware corporation (“AEP”), and IEH FM Holdings LLC, a Delaware limited liability company (“Merger Sub”).

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INVESTMENT AGREEMENT BY AND BETWEEN FEDERAL-MOGUL CORPORATION AND IEH FM HOLDINGS LLC DATED AS OF MAY 28, 2013
Investment Agreement • May 29th, 2013 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

This INVESTMENT AGREEMENT, dated as of May 28, 2013 (this “Agreement”), is by and between Federal-Mogul Corporation, a Delaware corporation (the “Company”), and IEH FM Holdings LLC, a Delaware limited liability company (the “Investor”).

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Contract
Surrender and Cancellation Agreement • February 21st, 2008 • Federal Mogul Corp • Motor vehicle parts & accessories

The undersigned hereby agrees to the surrender, cancellation and termination of his non-qualified option to purchase four million shares of the Class A Common Stock of Federal-Mogul Corporation at a price of $29.75 per share with a grant date of December 27, 2007, in consideration of the payment of $100.00 and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, this 15th day of February 2008.

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LOAN, SECURITY AND PLEDGE AGREEMENT
Loan, Security and Pledge Agreement • January 3rd, 2008 • Federal-Mogul Corp • Motor vehicle parts & accessories • Delaware

THIS LOAN, SECURITY AND PLEDGE AGREEMENT (“Agreement”) is made, executed, delivered and entered into as of December 27, 2007, by and between the FEDERAL-MOGUL ASBESTOS PERSONAL INJURY TRUST, a Delaware statutory trust (“Borrower”) and FEDERAL-MOGUL CORPORATION, a Delaware corporation (“Federal-Mogul”) or its designee (“Lender”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 16th, 2014 • Federal-Mogul Holdings Corp • Motor vehicle parts & accessories • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2014, is by and among Federal-Mogul Corporation, a Delaware corporation (“FMC”), Federal-Mogul Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of FMC (“Holdco”), Federal-Mogul MergerCo Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (“Merger Sub”) and Federal-Mogul Holding Sweden AB, an organization formed under the laws of Sweden (“FM Sweden”).

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2010 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan
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EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2012 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

This Employment Agreement made as of the 1st day of April, 2012 (this “Agreement”) by and between Federal-Mogul Corporation, which has its offices at 26555 Northwestern Highway, Southfield, Michigan 48033 (“Employer”), a subsidiary of Icahn Enterprises L.P. (“IEP”), and Rainer Jueckstock residing at [ ], (“Employee” or “you”). This Agreement supersedes all prior agreements between Employer and its subsidiaries, and Employee (including, without limitation, the Severance Agreement dated as of December 15, 2008, between Employer and Employee, but excluding Employer’s German pension plan).

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FEDERAL-MOGUL CORPORATION PERFORMANCE AWARD AGREEMENT – MOTORPARTS SEGMENT
Performance Award Agreement • April 27th, 2016 • Federal-Mogul Holdings Corp • Motor vehicle parts & accessories • New York

THIS PERFORMANCE AWARD AGREEMENT (the “Agreement”) is made by and between Federal-Mogul Corporation (Motorparts segment), a Delaware corporation (the “Company”), and [Name], an officer or employee of the Company or a subsidiary of the Company (the “Participant”) effective as of January 1, 2016.

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AGREEMENT
Employment Agreement • February 10th, 2014 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

Agreement made as of the 5th day of February, 2014 (the “Execution Date”) by and between Federal-Mogul Corporation (the “Employer”), and Daniel A. Ninivaggi (the “Employee”).

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AMENDMENT AND JOINDER TO FEDERAL-MOGUL CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 11th, 2013 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

This Amendment and Joinder to the Federal-Mogul Registration Rights Agreement is dated as of July 10, 2013 (this “Joinder”), among Federal-Mogul Corporation, a Delaware corporation (the “Company”), and IEH FM Holdings LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Registration Rights Agreement (as defined below).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 26th, 2012 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

This Employment Agreement made as of the 5th day of June, 2012 (this “Agreement”) by and between Federal-Mogul Corporation, which has its offices at 26555 Northwestern Highway, Southfield, Michigan 48033 (“Employer”), a subsidiary of Icahn Enterprises L.P. (“IEP”), and Michael Broderick residing at [ ] (“Employee” or “you”).

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AMENDMENT AGREEMENT
Term Loan and Revolving Credit Agreement • April 16th, 2014 • Federal-Mogul Holdings Corp • Motor vehicle parts & accessories • London

TERM LOAN AND REVOLVING CREDIT AGREEMENT, dated as of December 27, 2007, as amended April 30, 2009, as amended December 6, 2013 and as further amended on the 2014 Amendment Effective Date, among FEDERAL-MOGUL HOLDINGS CORPORATION, a Delaware corporation (“Holdings”, and after giving effect to the Borrower Substitution referred to below, the “Borrower”), each of the commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), CITIBANK, N.A., as administrative agent with respect to the Revolving Credit Facility (such term, and each other capitalized term used herein, having the meaning assigned thereto in Section 1.01) (in such capacity, including any successors and assigns, the “Revolving Administrative Agent”), CITIBANK, N.A., as administrative agent with respect to the Tranche B Term Facility (in such capacity, including any successors and assigns, the “

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Contract
2014-15 Eva Award Agreement • February 24th, 2014 • Federal Mogul Corp • Motor vehicle parts & accessories • Delaware

Certain information contained in this Exhibit has been redacted pursuant to a request for confidential treatment filed by Federal-Mogul Corporation with the Securities Exchange Commission pursuant to rule 24b-2 promulgated under the Securities Exchange Act of 1934. Information for which confidential treatment has been requested has been replaced with asterisks.

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2016 • Federal-Mogul Holdings Corp • Motor vehicle parts & accessories

THIS FIRST AMENDMENT TO AGREEMENT (this “Amendment”) is entered into effective as of April 1, 2016 by and between Federal-Mogul Corporation (the “Company”), and Rainer Jueckstock (the “Executive”).

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement • June 4th, 2013 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan

This Separation Agreement and Release (the “Separation Agreement”) is made and entered into this 31st day of May 2013 by and between Federal-Mogul Corporation (hereinafter “Federal-Mogul”) and Michael Broderick (hereinafter “Broderick”). Federal-Mogul and Broderick are collectively referred to herein as the “Parties.”

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INCREASE, JOINDER AND AMENDMENT AGREEMENT dated as of December 6, 2013 (this “Amendment”), to the TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of December 27, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the...
Term Loan and Revolving Credit Agreement • December 9th, 2013 • Federal Mogul Corp • Motor vehicle parts & accessories • London

TERM LOAN AND REVOLVING CREDIT AGREEMENT, dated as of December 27, 2007, among FEDERAL-MOGUL CORPORATION, a Delaware corporation (the “Borrower”), CITICORP USA, INC. (“CUSA”) and each of the other commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party hereto (together with CUSA, collectively, the “Lenders” and individually, a “Lender”), CUSA, as administrative agent (in such capacity, including any successors and assigns, the “Administrative Agent”) for the Lenders, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and CITIBANK, N.A., as Fronting Bank.

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TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • July 11th, 2013 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

Agreement (the “Agreement”) as of July 11, 2013 (the “Effective Date”) by and among American Entertainment Properties Corp. (“Parent”), a Delaware corporation, having offices at 9017 S. Pecos Road, Suite 4350, Henderson, Nevada 89074 and Federal-Mogul Corporation, a Delaware corporation (“FMC”), having offices at 26555 Northwestern Highway, Southfield, Michigan 48033 and the FMC Subsidiaries (as defined below).

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Certain information contained in this Exhibit has been redacted pursuant to a request for confidential treatment filed by Federal-Mogul Corporation with the Securities Exchange Commission pursuant to rule 24b-2 promulgated under the Securities...
Employment Agreement • June 4th, 2013 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

This Employment Agreement made as of the 29th day of May, 2013 (this “Agreement”) by and between Federal-Mogul Corporation, which has its offices at 26555 Northwestern Highway, Southfield, Michigan 48033 (together with its successors and assigns, “Employer”), a subsidiary of Icahn Enterprises L.P. (“IEP”), and Kevin Freeland residing at 15476 Boulder Pointe Rd., Eden Prairie, MN 55347 (“Employee” or “you”).

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STOCK OPTION AGREEMENT dated as of December 27, 2007 by and among FEDERAL-MOGUL ASBESTOS PERSONAL INJURY TRUST, THORNWOOD ASSOCIATES LIMITED PARTNERSHIP, and FEDERAL-MOGUL CORPORATION with respect to up to 50,100,000 shares of Class B common stock of...
Stock Option Agreement • January 3rd, 2008 • Federal-Mogul Corp • Motor vehicle parts & accessories • New York

This STOCK OPTION AGREEMENT (this “Agreement”), dated as of December 27, 2007 (the “Effective Date”), is made and entered into by and among THORNWOOD ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Purchaser”), FEDERAL-MOGUL ASBESTOS PERSONAL INJURY TRUST (the “Seller”) and FEDERAL-MOGUL CORPORATION (the “Company”). Capitalized terms not otherwise defined herein have the meanings set forth in Article V.

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RESTATED STOCK OPTION AGREEMENT DATED FEBRUARY 15, 2008
Stock Option Agreement • March 24th, 2010 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan

Federal-Mogul Corporation, a Delaware corporation (the "Company"), grants to José Maria Alapont (the "Optionee") on February 15, 2008 a non-qualified option (the "Option") to purchase from the Company the number of shares of its Common Stock ("Stock") described below, at the exercise price per share described below and upon and subject to the terms and conditions set forth below. The date on which the Option is granted is referred to herein as the “Grant Date”. In connection with the extension of Optionee’s employment to March 23, 2013, pursuant to a Second Amended and Restated Employment Agreement dated as of March 23, 2010 (“SAREA”), Executive and the Company have agreed that the Option should be restated as follows:

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TERM LOAN AND REVOLVING CREDIT AGREEMENT among FEDERAL-MOGUL CORPORATION, as Borrower, THE LENDERS PARTY HERETO, CITICORP USA, INC., as Administrative Agent and JPMORGAN CHASE BANK, N.A., as Syndication Agent and WACHOVIA CAPITAL FINANCE CORPORATION...
Term Loan and Revolving Credit Agreement • January 3rd, 2008 • Federal-Mogul Corp • Motor vehicle parts & accessories

TERM LOAN AND REVOLVING CREDIT AGREEMENT, dated as of December 27, 2007, among FEDERAL-MOGUL CORPORATION, a Delaware corporation (the “Borrower”), CITICORP USA, INC. (“CUSA”) and each of the other commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party hereto (together with CUSA, collectively, the “Lenders” and individually, a “Lender”), CUSA, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, JPMORGAN CHASE BANK, N.A., as Syndication Agent, CITIBANK, N.A., as Fronting Bank, and CUSA, as Swing Line Lender.

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FEDERAL-MOGUL ASBESTOS PERSONAL INJURY TRUST AGREEMENT
Trust Agreement • January 3rd, 2008 • Federal-Mogul Corp • Motor vehicle parts & accessories • Delaware

This Federal-Mogul Asbestos Personal Injury Trust Agreement, as may be amended pursuant to the Pneumo Abex Addendum to the U.S. Asbestos Personal Injury Trust Agreement attached hereto as Exhibit A, (as so amended, the “U.S. Asbestos Trust Agreement”), dated the date set forth on the signature page hereof and effective as of the Effective Date, is entered into by Federal-Mogul Corporation (“Federal-Mogul”), the Debtor and debtor-in-possession in jointly-administered cases docketed under Case No. 01-10578 RTL in the United States Bankruptcy Court for the District of Delaware, on behalf of itself and the other Protected Parties; the Future Claimants Representative; the Official Committee of Asbestos Claimants (the “Committee”); the Trustees (the “Trustees”), Wilmington Trust Company (the “Delaware Trustee”) and the members of the Trust Advisory Committee (the “TAC”), who are further identified on the signature pages hereof and appointed at Confirmation pursuant to the Federal-Mogul Fourt

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SECOND AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT for José Maria Alapont
Deferred Compensation Agreement • March 24th, 2010 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan
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