AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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”).
AMENDMENT AGREEMENTAgreement • 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 “
