FOURTH SUPPLEMENTAL INDENTURE
Exhibit 4.05
Execution Version
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of October 1, 2018, among Tenneco Inc., a Delaware corporation (“Tenneco”), the new guarantors set forth on Schedule I hereto (the “Additional Guarantors”), the existing guarantors set forth on Schedule II hereto (the “Existing Guarantors” and with the Additional Guarantors, the “Guarantors”), Federal-Mogul Financing Corporation, a Delaware corporation (“Xxxxx”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, Federal-Mogul LLC (“Federal-Mogul”), Xxxxx, the Trustee, The Bank of New York Mellon, London Branch, as paying agent, The Bank of New York Mellon (Luxembourg) S.A., as registrar, and the Guarantors thereto previously executed the delivered an indenture, dated as of March 30, 2017 (the “Base Indenture”), providing for the issuance from time to time of one or more series of the Company’s debt securities and establishing the form and terms of the 4.875% Senior Secured Notes due 2022 and Floating Rate Senior Secured Notes due 2024 of Federal-Mogul and Xxxxx, as Issuers (collectively, the “Notes”);
WHEREAS, Federal-Mogul, Xxxxx, the Trustee and Bank of America, N.A. and Citibank, N.A. as co-collateral trustees previously executed and delivered a first supplemental indenture, dated as of April 4, 2018 (the “First Supplemental Indenture”), amending the terms of the Notes;
WHEREAS, Federal-Mogul, Xxxxx, the Trustee and the Guarantors party thereto previously executed and delivered a second supplemental indenture, dated as of July 30, 2018 (the “Second Supplemental Indenture”);
WHEREAS, Federal-Mogul, Xxxxx, the Trustee and the Guarantors party thereto previously executed and delivered a third supplemental indenture (the “Third Supplemental Indenture” and the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), dated as of September 18, 2018;
WHEREAS, Federal-Mogul entered into that certain Membership Interest Purchase Agreement, dated as of April 10, 2018, with Tenneco, Federal-Mogul, American Entertainment Properties Corp. and Icahn Enterprises L.P., pursuant to which, on the date hereof, Tenneco will acquire all of the outstanding membership interests of Federal-Mogul and immediately thereafter Federal-Mogul shall merge with and into Tenneco, with Tenneco being the surviving entity (the “Acquisition and Merger”);
WHEREAS, upon consummation of the Acquisition and Merger, Tenneco will become the Successor Company to Federal-Mogul as “the Company” under the Indenture and one of the Issuers of the Notes, and, as a result, Section 5.01 of the Indenture provides that, in connection with a merger, the Successor Company shall expressly assume all of the obligations of Federal-Mogul under the Notes, the Indenture and the Security Documents pursuant to a supplemental indenture;
WHEREAS, the Existing Guarantors are not parties to the Acquisition and Merger, and, as a result, upon consummation of the Acquisition and Merger, Section 5.01 of the Indenture will require each
Existing Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each Existing Guarantor shall confirm that its Guarantee under the Indenture shall apply to Tenneco’s obligations under the Indenture and the Notes;
WHEREAS, upon consummation of the Acquisition and Merger, the Additional Guarantors will guarantee certain Indebtedness of Tenneco and, as a result, Sections 4.11 and 10.07 of the Indenture will require each Additional Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each Additional Guarantor shall become a Guarantor under Article 10 and shall guarantee the Guaranteed Obligations;
WHEREAS, pursuant to Section 9.01(iii) and (viii) of the Indenture, the Issuers, the Guarantors and the Trustee are authorized to execute and deliver this Fourth Supplemental Indenture, without the consent of any Holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Defined Terms. As used in this Fourth Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Fourth Supplemental Indenture refer to this Fourth Supplemental Indenture as a whole and not to any particular section hereof.
2. Assumption of Obligations. Tenneco hereby assumes all of the obligations of Federal-Mogul under the Notes, the Indenture and the Security Documents, such that from and after such time, Tenneco shall be deemed to be “the Company” and, together with Xxxxx, “the Issuers” under the Notes and the Indenture.
3. Confirmation of Existing Guarantors. Immediately upon the consummation of the Acquisition and Merger, each of the Existing Guarantors hereby confirms that its Guarantee under the Indenture shall apply to Tenneco’s obligations under the Indenture and the Notes.
4. Guarantee of Additional Guarantors. Immediately upon the consummation of the Acquisition and Merger, the Additional Guarantors hereby, jointly and severally, with all Existing Guarantors, irrevocably and unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
5. Releases. A Guarantee as to any Additional Guarantor shall terminate and be of no further force or effect and such Additional Guarantor shall be deemed to be released from all obligations as provided in Section 10.03 of the Indenture.
6. Notices. All notices or other communications to the Issuers or the Guarantors shall be given as provided in Section 13.01 of the Indenture as follows:
000 Xxxxx Xxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
and a copy to:
General Counsel
000 Xxxxx Xxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
7. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and all terms, conditions and provisions thereof shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered and shall be bound hereby.
8. No Recourse Against Others. No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuers or the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers and the Guarantors under the Notes, the Guarantees, the Indenture or this Fourth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
9. Governing Law. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTH SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Fourth Supplemental Indenture.
11. Multiple Originals. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
12. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
13. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by Tenneco and the Guarantors.
14. Successors. All agreements of Tenneco and the Guarantors in this Fourth Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.
| TENNECO INC., as Issuer and the Company | ||
| By: | /s/ Xxxx X. Novas | |
| Name: | Xxxx X. Novas | |
| Title: | Vice President, Finance | |
| FEDERAL MOGUL FINANCING CORPORATION, as Issuer | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Assistant Treasurer | |
| TENNECO AUTOMOTIVE OPERATING COMPANY INC., as Additional Guarantor | ||
| By: | /s/ Xxxx X. Novas | |
| Name: | Xxxx X. Novas | |
| Title: | Vice President, Finance | |
| THE PULLMAN COMPANY, as Additional Guarantor | ||
| By: | /s/ Xxxx X. Novas | |
| Name: | Xxxx X. Novas | |
| Title: | Vice President, Finance | |
| CLEVITE INDUSTRIES INC., as Additional Guarantor | ||
| By: | /s/ Xxxx X. Novas | |
| Name: | Xxxx X. Novas | |
| Title: | Vice President, Finance | |
[Signature page to Fourth Supplemental Indenture]
| TENNECO GLOBAL HOLDINGS INC, as Additional Guarantor | ||
| By: | /s/ Xxxx X. Novas | |
| Name: | Xxxx X. Novas | |
| Title: | Vice President, Finance | |
| TMC TEXAS INC, as Additional Guarantor | ||
| By: | /s/ Xxxx X. Novas | |
| Name: | Xxxx X. Novas | |
| Title: | Vice President, Finance | |
| TENNECO INTERNATIONAL HOLDING CORP., as Additional Guarantor | ||
| By: | /s/ Xxxx X. Novas | |
| Name: | Xxxx X. Novas | |
| Title: | Vice President, Finance | |
| FEDERAL-MOGUL MOTORPARTS LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Vice President Treasury | |
| FEDERAL-MOGUL POWERTRAIN LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | President | |
| FEDERAL-MOGUL PISTON RINGS, LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | President | |
[Signature page to Fourth Supplemental Indenture]
| FEDERAL-MOGUL POWERTRAIN IP, LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | President | |
| FEDERAL-MOGUL IGNITION LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | President | |
| FELT PRODUCTS MFG CO. LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | President | |
| FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | President | |
| FEDERAL-MOGUL SEVIERVILLE, LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | President | |
| XXXXX-XXXX AUTO PARTS LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | President | |
[Signature page to Fourth Supplemental Indenture]
| FEDERAL-MOGUL CHASSIS LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | President | |
| FEDERAL-MOGUL FILTRATION LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | President | |
| FEDERAL-MOGUL WORLD WIDE LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | President | |
| XXXXXX AUTOMOTIVE COMPANY LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | President | |
| XXXX ARNLEY HOLDINGS LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | President | |
| F-M MOTORPARTS TSC LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | President | |
[Signature page to Fourth Supplemental Indenture]
| F-M TSC REAL ESTATE HOLDINGS LLC, as Existing Guarantor | ||
| By: | /s/ Xxxxxxx Proud | |
| Name: | Xxxxxxx Proud | |
| Title: | President | |
| FEDERAL-MOGUL PRODUCTS US LLC as Existing Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | President | |
[Signature page to Fourth Supplemental Indenture]
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Vice President | |
[Signature page to Fourth Supplemental Indenture]
SCHEDULE I
Additional Guarantors
| 1. | Tenneco Automotive Operating Company Inc. |
| 2. | Tenneco International Holding Corp. |
| 3. | The Pullman Company |
| 4. | Tenneco Global Holdings Inc. |
| 5. | Clevite Industries Inc. |
| 6. | TMC Texas Inc. |
SCHEDULE II
Existing Guarantors
| 1. | Xxxxxx Automotive Company LLC |
| 2. | Federal-Mogul World Wide LLC |
| 3. | Felt Products MFG. CO. LLC |
| 4. | Xxxxx-Xxxx Auto Parts LLC |
| 5. | Federal-Mogul Powertrain LLC |
| 6. | Federal-Mogul Powertrain IP, LLC |
| 7. | Federal-Mogul Piston Rings, LLC |
| 8. | Federal-Mogul Ignition LLC |
| 9. | Federal-Mogul Motorparts LLC |
| 10. | Federal-Mogul Chassis LLC |
| 11. | F-M Motorparts TSC LLC |
| 12. | F-M TSC Real Estate Holdings LLC |
| 13. | Federal-Mogul Valve Train International LLC |
| 14. | Federal-Mogul Sevierville, LLC |
| 15. | Xxxx Arnley Holdings LLC |
| 16. | Federal-Mogul Filtration LLC |
| 17. | Federal-Mogul Products US LLC |
