FEDERAL-MOGUL LLC FEDERAL-MOGUL FINANCING CORPORATION as Issuers THE GUARANTORS NAMED HEREIN as Guarantors THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee and Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH as Registrar...Indenture • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
INDENTURE dated as of June 29, 2017, among Federal-Mogul LLC, a Delaware limited liability company (the “Company”), Federal-Mogul Financing Corporation, a Delaware corporation (“FinCo” and, together with the Company, the “Issuers”), the Guarantors (as herein defined), The Bank of New York Mellon, London Branch, as trustee (in such capacity, the “Trustee”) and paying agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar.
ContractExecution Version • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of July 30, 2018, made by Federal-Mogul Products Company LLC and Federal-Mogul Ignition LLC (each, an “Additional Grantor” and together, the “Additional Grantors”), in favor of Bank of America, N.A. (the “Collateral Trustee”), not individually but solely as Collateral Trustee under the Collateral Agreement, dated as of June 29, 2017 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among Federal-Mogul LLC, a Delaware limited liability company (“Company”), the Subsidiaries of Company parties thereto and the Collateral Trustee.
COLLATERAL TRUSTEE RESIGNATION AND APPOINTMENT AGREEMENTCollateral Trustee Resignation and Appointment Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
This COLLATERAL TRUSTEE RESIGNATION AND APPOINTMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of February 23, 2018, is entered into by and among Bank of America, N.A. (“BANA”), in its capacity as (i) a Co-Collateral Trustee (as defined herein) under the Collateral Trust Agreement referenced below and under each other Collateral Trust Security Document (as defined in such Collateral Trust Agreement) effective as of the date hereof, (ii) an ABL Agent (as defined in the Collateral Trust Agreement) under the Collateral Trust Agreement effective as of the date hereof and (iii) successor Collateral Trustee under the Collateral Trust Agreement referenced below and under each other Collateral Trust Security Document effective as of the Succession Effective Date (as defined in Section 8 below) (BANA in such capacity, the “Successor Collateral Trustee”), Citibank, N.A. (“Citibank”) in its capacity as (i) a Co-Collateral Trustee under
ASSUMPTION AGREEMENT (June 2017 Collateral Agreement)Assumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of October 1, 2018, made by Tenneco Inc., Tenneco Automotive Operating Company Inc., Tenneco International Holding Corp., Tenneco Global Holdings Inc., TMC Texas Inc., The Pullman Company and Clevite Industries Inc. (each, an “Additional Grantor” and collectively, the “Additional Grantors”) in favor of Wilmington Trust, National Association (the “Collateral Trustee”), not individually but solely as Collateral Trustee under the Collateral Agreement, dated as of June 29, 2017 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among Federal-Mogul LLC, a Delaware limited liability company, the Subsidiaries of Federal-Mogul LLC parties thereto and the Collateral Trustee.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 30, 2018, among the new guarantors named in the signature pages hereto (the “Guarantors”), Federal-Mogul LLC, a Delaware limited liability company (the “Company”), Federal-Mogul Financing Corporation, a Delaware corporation (“Finco” and, together with the Company, the “Issuers”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”) under the Indenture dated as of June 29, 2017 among the Issuers, the Trustee, The Bank of New York Mellon, London Branch, as paying agent and The Bank of New York Mellon (Luxembourg) S.A., as registrar (as amended, supplemented or otherwise modified, the “Indenture”).
COLLATERAL TRUSTEE RESIGNATION AND APPOINTMENT, JOINDER, ASSUMPTION AND DESIGNATION AGREEMENTAssumption and Designation Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
This COLLATERAL TRUSTEE RESIGNATION AND APPOINTMENT, JOINDER, ASSUMPTION AND DESIGNATION AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 1, 2018, is entered into by and among (a) Wilmington Trust, National Association (“Wilmington”), in its capacity as (i) a Co-Collateral Trustee (as defined herein) under the Collateral Trust Agreement referenced below and under each other Collateral Trust Security Document (as defined in such Collateral Trust Agreement) effective as of the date hereof and (ii) successor Collateral Trustee under the Collateral Trust Agreement referenced below and under each other Collateral Trust Security Document effective as of the Succession Effective Date (as defined in Section 8 below) (Wilmington in such capacity, the “Successor Collateral Trustee”); (b) Wilmington, solely in its capacity as Trustee under that certain Indenture, dated as of March 30, 2017, relating to the Parent’s 4.875% Senior Se
ASSUMPTION AGREEMENT (Collateral Trust Agreement)Assumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of July 30, 2018 made by Federal-Mogul Products Company LLC and Federal-Mogul Ignition LLC (each a “New Loan Party”) in favor of Bank of America, N.A., as Collateral Trustee under the Collateral Trust Agreement referred to below (in such capacity, the “Collateral Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Collateral Trust Agreement.
CREDIT AGREEMENT among TENNECO INC., TENNECO AUTOMOTIVE OPERATING COMPANY INC., Other Subsidiary Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, BRANCH BANKING AND TRUST COMPANY, CAPITAL ONE, NATIONAL...Collateral Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
COLLATERAL AGREEMENT, dated as of October 1, 2018, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wilmington Trust, National Association, as Collateral Trustee (in such capacity, the “Collateral Trustee”), for the benefit of the Credit Facility Secured Parties (such term, and each other capitalized term used herein, having the meaning assigned thereto in Article 1 hereof).
COLLATERAL AGREEMENT made by FEDERAL-MOGUL LLC, as Company and as an Issuer and certain of its Subsidiaries in favor of CITIBANK, N.A. not individually but solely as Collateral Trustee Dated as of March 30, 2017Collateral Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
COLLATERAL AGREEMENT, dated as of March 30, 2017, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of CITIBANK, N.A., as Collateral Trustee (in such capacity, the “Collateral Trustee”), for the benefit of the PP&E Indenture Secured Parties (such term, and each other capitalized term used herein, having the meaning assigned thereto in Article 1 hereof).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
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 (“Finco”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
ContractExecution Version • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of September 18, 2018, made by Federal-Mogul New Products, Inc. and Federal-Mogul Products US LLC (each, an “Additional Grantor” and together, the “Additional Grantors”), in favor of Bank of America, N.A. (the “Collateral Trustee”), not individually but solely as Collateral Trustee under the Collateral Agreement, dated as of June 29, 2017 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among Federal-Mogul LLC, a Delaware limited liability company (“Company”), the Subsidiaries of Company parties thereto and the Collateral Trustee.
ASSUMPTION AGREEMENT (Collateral Trust Agreement)Assumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of July 28, 2015 made by Federal-Mogul Valve Train International LLC, a Delaware limited liability company (the “New Loan Party”) in favor of CITIBANK, N.A., as Collateral Trustee under the Collateral Trust Agreement referred to below (in such capacity, the “Collateral Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Collateral Trust Agreement.
AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT among FEDERAL-MOGUL HOLDINGS CORPORATION, and certain of its Subsidiaries and CITIBANK, N.A., not individually but solely as Collateral Trustee Dated as of April 15, 2014Collateral Trust Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT, dated as of April 15, 2014, among FEDERAL-MOGUL HOLDINGS CORPORATION, a Delaware corporation (with its successors, the “Borrower”), FEDERAL-MOGUL CORPORATION, a Delaware corporation (with its successors, the “Company”), the other subsidiaries of the Borrower from time to time parties hereto (with their respective successors), CITIBANK, N.A., as the ABL Agent (such term, and each other capitalized term used herein, having the meaning assigned thereto in Section 1) and a First-Priority Representative, CREDIT SUISSE AG, as the PP&E First Lien Agent and a First-Priority Representative and CITIBANK, N.A., as Collateral Trustee.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
This First Supplemental Indenture (this “Supplemental Indenture”) is made and entered into as of this 4th day of April, 2018, among Federal-Mogul LLC, a Delaware limited liability company (the “Company”) and Federal-Mogul Financing Corporation, a Delaware corporation (together with the Company, the “Issuers”), the guarantors party hereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Bank of America, N.A. and Citibank, N.A., as co-collateral trustees (the “Co-Collateral Trustees”).
ContractExecution Version • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of September 18, 2018, made by Federal-Mogul New Products, Inc. and Federal-Mogul Products US LLC (each, an “Additional Grantor” and together, the “Additional Grantors”), in favor of Bank of America, N.A. (the “Collateral Trustee”), not individually but solely as Collateral Trustee under the Collateral Agreement, dated as of March 30, 2017 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among Federal-Mogul LLC, a Delaware limited liability company (“Company”), the Subsidiaries of Company parties thereto and the Collateral Trustee.
COLLATERAL TRUST JOINDER March 30, 2017Collateral Trust • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories
Reference is made to the Amended and Restated Collateral Trust Agreement dated as of April 15, 2014, among Federal-Mogul LLC (as successor by merger to Federal-Mogul Holdings LLC (f/k/a Federal-Mogul Holdings Corporation)) (the “Borrower”), the subsidiaries of the Borrower parties thereto (together with the Borrower, the “Loan Parties”), Citibank, N.A., as Collateral Trustee (as amended from time to time, the “Collateral Trust Agreement”) and the other parties thereto from time to time. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered as a condition precedent to the Obligations related to the Indebtedness for which the undersigned is acting as trustee (the “Additional Secured Debt”) being entitled to the benefits of being First Priority Obligations under the Collateral Trust Agreement.
ASSUMPTION AGREEMENT (Collateral Trust Agreement)Assumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of March 30, 2017 made by Federal-Mogul Financing Corporation (the “New Loan Party”) in favor of CITIBANK, N.A., as Collateral Trustee under the Collateral Trust Agreement referred to below (in such capacity, the “Collateral Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Collateral Trust Agreement.
COLLATERAL AGREEMENT made by FEDERAL-MOGUL LLC, as Company and as an Issuer, and certain of its Subsidiaries in favor of CITIBANK, N.A. not individually but solely as Collateral Trustee Dated as of June 29, 2017Collateral Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
COLLATERAL AGREEMENT, dated as of June 29, 2017, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of CITIBANK, N.A., as Collateral Trustee (in such capacity, the “Collateral Trustee”), for the benefit of the PP&E Indenture Secured Parties (such term, and each other capitalized term used herein, having the meaning assigned thereto in Article 1 hereof).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of October 1, 2018, among Tenneco Inc., a Delaware corporation, as issuer (the “Company”) and Federal-Mogul Motorparts LLC, a Delaware limited liability company, Federal-Mogul Powertrain LLC, a Michigan limited liability company, Federal-Mogul Financing Corporation, a Delaware corporation, Federal-Mogul Piston Rings, LLC, a Delaware limited liability company, Federal-Mogul Powertrain IP LLC, a Delaware limited liability company, Federal-Mogul Ignition LLC, a Delaware limited liability company, Felt Products MFG Co. LLC, a Delaware limited liability company, Federal-Mogul Valve Train International LLC, a Delaware limited liability company, Federal-Mogul Sevierville, LLC, a Tennessee limited liability company, Muzzy-Lyon Auto Parts LLC, a Delaware limited liability company, Federal-Mogul Chassis LLC, a Delaware limited liability company, Federal-Mogul Filtration LLC, a Delaware limited liability company, Federal
ContractPassu Intercreditor Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
JOINDER NO. 2 dated as of October 1, 2018 (the “Joinder Agreement”) to the PARI PASSU INTERCREDITOR AGREEMENT dated as of March 30, 2017, (the “Intercreditor Agreement”), among Wilmington Trust, National Association, as Collateral Trustee under the Collateral Trust Agreement (as successor to Bank of America, N.A., which was successor to Citibank, N.A.) (in such capacity and together with its successor, the “Collateral Trustee”), Wilmington Trust, National Association, as Initial Other Authorized Representative, The Bank of New York Mellon, London Branch, as an Authorized Representative, the additional Authorized Representatives from time to time a party thereto and the other parties from time to time a party thereto.
GUARANTEE AGREEMENT made by TENNECO INC., TENNECO AUTOMOTIVE OPERATING COMPANY INC., and THE OTHER GUARANTORS FROM TIME TO TIME PARTIES HERETO in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of October 1, 2018Guarantee Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
GUARANTEE AGREEMENT, dated as of October 1, 2018, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of October 1, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tenneco Inc., a Delaware corporation (the “Company”), Tenneco Automotive Operating Company Inc., a Delaware corporation and a Subsidiary of the Company, any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders, and the Administrative Agent.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of October 1, 2018, among Tenneco Inc., a Delaware corporation, as issuer (the “Company”) and Federal-Mogul Motorparts LLC, a Delaware limited liability company, Federal-Mogul Powertrain LLC, a Michigan limited liability company, Federal-Mogul Financing Corporation, a Delaware corporation, Federal-Mogul Piston Rings, LLC, a Delaware limited liability company, Federal-Mogul Powertrain IP LLC, a Delaware limited liability company, Federal-Mogul Ignition LLC, a Delaware limited liability company, Felt Products MFG Co. LLC, a Delaware limited liability company, Federal-Mogul Valve Train International LLC, a Delaware limited liability company, Federal-Mogul Sevierville, LLC, a Tennessee limited liability company, Muzzy-Lyon Auto Parts LLC, a Delaware limited liability company, Federal-Mogul Chassis LLC, a Delaware limited liability company, Federal-Mogul Filtration LLC, a Delaware limited liability company, Feder
COLLATERAL AGREEMENT made by TENNECO INC., as Company and as a Borrower, and certain of its Subsidiaries in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION not individually but solely as Collateral Trustee Dated as of October 1, 2018Collateral Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
COLLATERAL AGREEMENT, dated as of October 1, 2018, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wilmington Trust, National Association, as Collateral Trustee (in such capacity, the “Collateral Trustee”), for the benefit of the Credit Facility Secured Parties (such term, and each other capitalized term used herein, having the meaning assigned thereto in Article 1 hereof).
COLLATERAL TRUST JOINDER June 29, 2017Collateral Trust Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories
Reference is made to the Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014, among Federal-Mogul LLC (the “Borrower”), the subsidiaries of the Borrower parties thereto (together with the Borrower, the “Loan Parties”), Citibank, N.A., as Collateral Trustee (in such capacity, the “Collateral Trustee”), and the other parties thereto from time to time (as amended, supplemented or otherwise modified from time to time (including pursuant to that certain Collateral Trust Joinder, dated as of March 30, 2017, among the Collateral Trustee and Wilmington Trust, National Association, as trustee (the “Existing Collateral Trust Joinder”)), the “Collateral Trust Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered as a condition precedent to the Obligations related to the Indebtedness under the Indenture (as defined below) for which
PARI PASSU INTERCREDITOR AGREEMENT dated as of March 30, 2017 Among CREDIT SUISSE AG, as Tranche C Term Administrative Agent for the applicable PP&E Credit Agreement Secured Parties CITIBANK, N.A., as Collateral Trustee WILMINGTON TRUST, NATIONAL...Passu Intercreditor Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) dated as of March, 30 2017, among Credit Suisse AG, as term administrative agent under the tranche C term loan facility under the Credit Agreement referred to below (in such capacity and together with its successors, the “Tranche C Term Administrative Agent”), Citibank, N.A., as collateral trustee under the Collateral Trust Agreement referred to below (in such capacity and together with its successor, the “Collateral Trustee”) and Wilmington Trust, National Association, in its capacity as trustee under the Indenture (as defined below), as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”) and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 18, 2018, among the new guarantors named in the signature pages hereto (the “Guarantors”), Federal-Mogul LLC, a Delaware limited liability company (the “Company”), Federal-Mogul Financing Corporation, a Delaware corporation (“Finco” and, together with the Company, the “Issuers”) and Wilmington Trust, National Association, as trustee (the “Trustee”) under the Indenture dated as of March 30, 2017 among the Issuers, the Trustee, The Bank of New York Mellon, London Branch, as paying agent and The Bank of New York Mellon (Luxembourg) S.A., as registrar (as amended, supplemented or otherwise modified, the “Indenture”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
This First Supplemental Indenture (this “Supplemental Indenture”) is made and entered into as of this 4th day of April, 2018, among Federal-Mogul LLC, a Delaware limited liability company (the “Company”) and Federal-Mogul Financing Corporation, a Delaware corporation (together with the Company, the “Issuers”), the guarantors party hereto, The Bank of New York Mellon, London Branch, as trustee (the “Trustee”) and Bank of America, N.A. and Citibank, N.A., as co-collateral trustees (the “Co-Collateral Trustees”).
ASSUMPTION AGREEMENT (Collateral Trust Agreement)Assumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of July 23, 2015 made by F-M TSC Real Estate Holdings LLC, a Delaware limited liability company (the “New Loan Party”) in favor of CITIBANK, N.A., as Collateral Trustee under the Collateral Trust Agreement referred to below (in such capacity, the “Collateral Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Collateral Trust Agreement.
ASSUMPTION AGREEMENT (Collateral Trust Agreement)Assumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of September 18, 2018 made by Federal-Mogul New Products, Inc. and Federal-Mogul Products US LLC (each a “New Loan Party”) in favor of Bank of America, N.A., as Collateral Trustee under the Collateral Trust Agreement referred to below (in such capacity, the “Collateral Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Collateral Trust Agreement.
ContractJoinder Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
JOINDER NO. 1, dated as of June 29, 2017 (the “Joinder Agreement”), to the PARI PASSU INTERCREDITOR AGREEMENT dated as of March 30, 2017 (the “Intercreditor Agreement”), among Credit Suisse AG, as term administrative agent under the tranche C term loan facility under the Credit Agreement (in such capacity and together with its successors, the “Tranche C Term Administrative Agent”), Citibank, N.A., as collateral trustee under the Collateral Trust Agreement (in such capacity and together with its successor, the “Collateral Trustee”), Wilmington Trust, National Association, as Initial Other Authorized Representative, and the additional Authorized Representatives from time to time a party thereto.
ASSUMPTION AGREEMENT TO COLLATERAL TRUST AGREEMENT (Collateral Trust Agreement)Assumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT TO COLLATERAL TRUST AGREEMENT, dated as of October 1, 2018, made by Tenneco Inc., Tenneco Automotive Operating Company Inc., Tenneco International Holding Corp., Tenneco Global Holdings Inc., TMC Texas Inc., The Pullman Company and Clevite Industries Inc. (each, a “New Loan Party” and collectively, the “New Loan Parties”) in favor of Wilmington Trust, National Association (the “Collateral Trustee”), not individually but solely as Collateral Trustee under the Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014 (as amended, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement”), among Federal-Mogul LLC, a Delaware limited liability company, the Subsidiaries of Federal-Mogul LLC parties thereto and the Collateral Trustee.
ASSUMPTION AGREEMENTAssumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of July 29, 2014 made by FM MOTORPARTS TSC, INC. (the “New Loan Party”) in favor of CITIBANK, N.A., as Collateral Trustee under the Collateral Trust Agreement referred to below (in such capacity, the “Collateral Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Collateral Trust Agreement.
ASSUMPTION AGREEMENT (Collateral Trust Agreement)Assumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of August 12, 2015 made by Federal-Mogul Sevierville, Inc., a Tennessee corporation (the “New Loan Party”) in favor of CITIBANK, N.A., as Collateral Trustee under the Collateral Trust Agreement referred to below (in such capacity, the “Collateral Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Collateral Trust Agreement.
ASSUMPTION AGREEMENT (Collateral Trust Agreement)Assumption Agreement • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of July 14, 2016 made by Beck Arnley Holdings LLC and Federal-Mogul Filtration LLC (each a “New Loan Party”) in favor of CITIBANK, N.A., as Collateral Trustee under the Collateral Trust Agreement referred to below (in such capacity, the “Collateral Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Collateral Trust Agreement.
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 18, 2018, among the new guarantors named in the signature pages hereto (the “Guarantors”), Federal-Mogul LLC, a Delaware limited liability company (the “Company”), Federal-Mogul Financing Corporation, a Delaware corporation (“Finco” and, together with the Company, the “Issuers”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”) under the Indenture dated as of June 29, 2017 among the Issuers, the Trustee, The Bank of New York Mellon, London Branch, as paying agent and The Bank of New York Mellon SA/NV, Luxembourg Branch (formerly, The Bank of New York Mellon (Luxembourg) S.A.), as registrar (as amended, supplemented or otherwise modified, the “Indenture”).
