Federal-Mogul Holdings Corp Sample Contracts

Federal-Mogul Holdings Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FEDERAL-MOGUL HOLDINGS CORPORATION (January 24th, 2017)

SEVENTH. To the fullest extent permitted by the General Corporation Law of the State of Delaware, including, without limitation, as provided in Section 102(b)(7) of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, no director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended after approva

Federal-Mogul Holdings Corp – AMENDED AND RESTATED BYLAWS OF FEDERAL-MOGUL HOLDINGS CORPORATION (January 24th, 2017)
Federal-Mogul Holdings Corp – Federal-Mogul Enters into Definitive Merger Agreement with Icahn Enterprises L.P. (September 7th, 2016)

Southfield, Michigan, and New York, New York, September 6, 2016 – Federal-Mogul Holdings Corporation (NASDAQ: FDML) (“Federal-Mogul”) and Icahn Enterprises L.P. (NASDAQ: IEP) (“Icahn Enterprises”) today announced that Federal-Mogul had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with a subsidiary of Icahn Enterprises, Federal-Mogul’s majority shareholder, pursuant to which Icahn Enterprises will offer to purchase all of the outstanding shares of Federal-Mogul common stock not owned by Icahn Enterprises or its affiliates, in an all-cash transaction for $9.25 per share. The all-cash offer represents a premium of 86 percent above Federal-Mogul’s closing share price of $4.98 on February 26, 2016, the business day prior to Icahn Enterprises’ original proposal of $7.00 per share. The Merger Agreement has been unanimously approved by the Boards of Directors of both companies, the Audit Committee of Icahn Enterprises and the Special Committee of independent directors

Federal-Mogul Holdings Corp – 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 (September 7th, 2016)

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”).

Federal-Mogul Holdings Corp – Management Incentive Plan for Fiscal Year 2016 (April 27th, 2016)

This Plan authorizes the granting to Participants of Financial Awards or Bonuses that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code (“Qualified Performance-Based Compensation”) and Financial Awards or Bonuses that are not intended to qualify as Qualified Performance-Based Compensation. Those Participants who are Covered Employees shall be awarded Qualified Performance-Based Compensation under this Plan. Financial Awards or Bonuses granted hereunder that are intended to constitute Qualified Performance-Based Compensation shall be subject to the individual limitations set forth in Section 4(b) of the 2010 Incentive Plan.

Federal-Mogul Holdings Corp – Federal-Mogul Powertrain Management Incentive Plan for Fiscal Year 2016 Under the Federal-Mogul Corporation 2010 Stock Incentive Plan (as amended) (April 27th, 2016)

This Plan authorizes the granting to Participants of Financial Awards or Bonuses that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code (“Qualified Performance-Based Compensation”) and Financial Awards or Bonuses that are not intended to qualify as Qualified Performance-Based Compensation. Those Participants who are Covered Employees shall be awarded Qualified Performance-Based Compensation under this Plan. Financial Awards or Bonuses granted hereunder that are intended to constitute Qualified Performance-Based Compensation shall be subject to the individual limitations set forth in Section 4(b) of the 2010 Incentive Plan.

Federal-Mogul Holdings Corp – FEDERAL-MOGUL CORPORATION 2010 STOCK INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT – MOTORPARTS SEGMENT (April 27th, 2016)

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.

Federal-Mogul Holdings Corp – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (April 4th, 2016)

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”).

Federal-Mogul Holdings Corp – FEDERAL-MOGUL HOLDINGS CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], [ ] Senior Debt Securities (August 5th, 2015)

INDENTURE, dated as of [                    ], [        ], among FEDERAL-MOGUL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and [TRUSTEE], as trustee (the “Trustee”):

Federal-Mogul Holdings Corp – FEDERAL-MOGUL HOLDINGS CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], [ ] Subordinated Debt Securities (August 5th, 2015)

INDENTURE, dated as of [                    ], [        ], among FEDERAL-MOGUL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and [TRUSTEE], as trustee (the “Trustee”):

Federal-Mogul Holdings Corp – FEDERAL-MOGUL CORPORATION 2010 STOCK INCENTIVE PLAN 2015-2017 EVA AWARD AGREEMENT - Powertrain Segment Name: [____________] (the “Participant”) (April 29th, 2015)

Pursuant to and subject to the terms and conditions of the Federal-Mogul Corporation 2010 Stock Incentive Plan, as amended from time to time (the “Plan”), this award agreement (“Agreement”) evidences the issuance to the Participant by Federal-Mogul Corporation (the “Company”), effective as of the grant date set forth below, of a performance-based economic value added award (the “Award”). The rights conferred by this Agreement shall be deemed for all purposes to be a “performance unit” under the Plan. Any term capitalized herein but not defined will have the meaning set forth in the Plan.

Federal-Mogul Holdings Corp – Federal-Mogul Reports First Quarter 2015 Results (April 29th, 2015)

Southfield, Michigan, April 29, 2015… Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced financial results for the first quarter ended March 31, 2015. Net sales for the first quarter were $1,835 million, an increase of 3 percent versus the first quarter of 2014 despite the negative impact of the appreciation of the U.S. dollar against several global currencies. On a constant dollar basis, net sales increased by 13 percent versus Q1 2014. The net loss attributable to Federal-Mogul in the quarter was $11 million or $(0.07) per share after recording $18 million of costs related to restructuring, impairments and the required divestiture of two facilities in connection with the Honeywell brake components acquisition. Additionally, the company’s Motorparts division recorded $27 million in costs related to strategic initiatives and the integration of the Affinia and Honeywell acquisitions. When excluding these items, adjusted net income in Q1 2015 was $38 million. Operational E

Federal-Mogul Holdings Corp – Federal-Mogul Powertrain Management Incentive Plan for Fiscal Year 2015 (April 29th, 2015)

The Federal-Mogul Powertrain Management Incentive Plan (the “Plan”) has been established for Fiscal Year 2015 for those Participants defined under Section III below.

Federal-Mogul Holdings Corp – Management Incentive Plan for Fiscal Year 2015 (April 29th, 2015)

The Federal-Mogul Motorparts Management Incentive Plan (the “Plan”) has been established for Fiscal Year 2015 for those Participants defined under Section III below.

Federal-Mogul Holdings Corp – ANSTELLUNGSVERTRAG / EMPLOYMENT CONTRACT Sehr geehrter Herr Hendricks / Dear Mr Hendricks , (April 29th, 2015)

Dieser Vertrag ersetzt den Vertrag mit Federal-Mogul Corporation vom 1. Oktober 2012. Folgende Vereinbarungen sind hiermit getroffen / This contract replaces the former contract with Federal-Mogul Corporation, dated October 1st, 2012. The following is hereby agreed:

Federal-Mogul Holdings Corp – FEDERAL-MOGUL MOTORPARTS PERFORMANCE AWARD AGREEMENT (April 29th, 2015)

THIS PERFORMANCE AWARD AGREEMENT (the “Agreement”) is made by and between Federal-Mogul Motorparts (the “Company”), a division of Federal-Mogul Holdings Corporation, a Delaware corporation, and [Name], an officer or employee of the Company or a subsidiary of the Company (the “Participant”) effective as of January 1, 2015.

Federal-Mogul Holdings Corp – FEDERAL-MOGUL HOLDINGS CORPORATION Computershare Computershare Trust Company, N.A. (March 6th, 2015)
Federal-Mogul Holdings Corp – FORM OF LETTER FEDERAL-MOGUL HOLDINGS CORPORATION Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Federal-Mogul Holdings Corporation (March 6th, 2015)

This letter is being distributed by Federal-Mogul Holdings Corporation (“Federal-Mogul”) to all stockholders of record of shares of its common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., Eastern Time, on March 6, 2015 (the “Record Date”), in connection with a distribution in a “rights offering” of transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock. The Rights and Common Stock are described in the accompanying offering prospectus supplement, dated March 6, 2015 (together with the accompanying base prospectus, the “Prospectus”), covering the Rights and the shares of Common Stock issuable upon their exercise.

Federal-Mogul Holdings Corp – FORM OF LETTER FEDERAL-MOGUL HOLDINGS CORPORATION Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Shareholders of Federal-Mogul Holdings Corporation (March 6th, 2015)

This letter is being distributed to securities dealers, brokers commercial banks, trust companies and other nominees in connection with the rights offering by Federal-Mogul Holdings Corporation (“Federal-Mogul”) of shares of Federal-Mogul common stock, par value $0.01 per share (the “Common Stock”), pursuant to transferable subscription rights (the “Rights”) distributed to all holders of record of shares of Common Stock at 5:00 p.m., Eastern Time, on March 6, 2015 (the “Record Date”). The Rights and Common Stock are described in the accompanying offering prospectus supplement covering the Rights and the shares of Common Stock issuable upon their exercise dated March 6, 2015 (together with the accompanying base prospectus, the “Prospectus”).

Federal-Mogul Holdings Corp – FORM OF INSTRUCTIONS AS TO USE OF FEDERAL-MOGUL HOLDINGS CORPORATION RIGHTS CERTIFICATES CONSULT YOUR BANK OR BROKER AS TO ANY QUESTIONS (March 6th, 2015)

The following instructions relate to a rights offering by Federal-Mogul Holdings Corporation, a Delaware corporation (“Federal-Mogul”), to the stockholders of record (the “Recordholders”) of its common stock, par value $0.01 per share (the “Common Stock”), as described in the accompanying prospectus supplement of Federal-Mogul dated March 6, 2015 (together with the accompanying base prospectus, the “Prospectus”). Recordholders as of 5:00 p.m., Eastern Time, on March 6, 2015 (the “Record Date”) are receiving, at no charge, transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock (the “Underlying Shares”). In the rights offering, Federal-Mogul is offering an aggregate of 19,011,407 Underlying Shares.

Federal-Mogul Holdings Corp – Federal-Mogul 2014 VCS Management Incentive Plan (MIP) (February 27th, 2015)

This Vehicle Component Solutions (VCS) Management Incentive Plan (this “MIP”) is intended to align the actions of participants with the goals of the Federal-Mogul Corporation (the “Company”) VCS segment and reward participants for achieving or exceeding those goals.

Federal-Mogul Holdings Corp – Federal-Mogul Corporate 2014 Management Incentive Plan (MIP) (February 27th, 2015)

This Federal-Mogul Corporate (F-M Corporate) Management Incentive Plan (this “MIP”) is intended to align the actions of participants with the goals of the Federal-Mogul Corporation (the “Company”) and reward participants for achieving or exceeding those goals.

Federal-Mogul Holdings Corp – Federal-Mogul 2014 Powertrain Management Incentive Plan (MIP) (February 27th, 2015)

This Powertrain Management Incentive Plan (this “MIP”) is intended to align the actions of participants with the goals of the Federal-Mogul Corporation (the “Company”) Powertrain segment (“Powertrain”) and reward participants for achieving or exceeding those goals.

Federal-Mogul Holdings Corp – Federal-Mogul Reports Fourth Quarter and Full Year 2014 Results (February 24th, 2015)

•   Fourth quarter 2014 sales of $1.8 billion, up $100 million or 6 percent higher than Q4 2013; FY 2014 sales of $7.3 billion, up $531 million or 8 percent higher than FY 2013

Federal-Mogul Holdings Corp – 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 (January 29th, 2015)

(1) TRW Automotive Inc., a stock corporation under the laws of Michigan, with corporate seat in Livonia, Michigan, USA (“Seller”); and

Federal-Mogul Holdings Corp – Federal-Mogul Reports Q3 2014 Results (October 22nd, 2014)

Southfield, Mich., October 22, 2014…Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced financial results for the third quarter ended September 30, 2014. Net sales for the third quarter were $1,871 million, an increase of 11 percent on a continuing operations basis, versus the third quarter of 2013. Operating income was $70 million in Q3 2014. The net loss attributable to Federal-Mogul in the quarter was $18 million or $(0.12) per share. The results for the quarter reflect restructuring charges of $25 million as well as $12 million related to recent acquisitions, preparing for the spin-off of the Motorparts division and headquarters relocation costs. When excluding these items, adjusted net income from continuing operations in Q3 2014 was $20 million. Operational EBITDA was $152 million or 8.1 percent of sales in the third quarter of 2014 compared to $147 million in Q3 2013. Free cash outflow was $8 million in Q3 2014. Adjusted net income per share from continuing operati

Federal-Mogul Holdings Corp – Federal-Mogul Holdings Corporation and Friction Materials Business Pro Forma Condensed Combined Financial Statements (September 24th, 2014)

The following unaudited pro forma condensed combined financial statements are based upon the historical consolidated financial statements of Federal-Mogul Holdings Corporation (the “Company”) and the Friction Materials business of Honeywell International Inc. The Unaudited Pro Forma Condensed Combined Statement of Operations combine the historical statements of Federal-Mogul Holdings Corporation and Friction Materials, for the three months ended March 31, 2014 and for the year ended December 31, 2013, giving effect to the acquisition as if it had occurred on January 1, 2013. The Unaudited Pro Forma Condensed Combined Balance Sheet combines the historical consolidated balance sheets of Federal-Mogul Holdings Corporation and Friction Materials, as of March 31, 2014, giving effect to the acquisition as if it had occurred on March 31, 2014. The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect t

Federal-Mogul Holdings Corp – Share and Asset Purchase Agreement dated September 10, 2014 by and between TRW AUTOMOTIVE INC. (September 15th, 2014)

(1) TRW Automotive Inc., a stock corporation under the laws of Michigan, with corporate seat in Livonia, Michigan, USA (“Seller”); and

Federal-Mogul Holdings Corp – Federal-Mogul Signs Definitive Agreement to Purchase the Engine Valve Business of TRW Acquisition is strategic fit; expands Federal-Mogul’s core powertrain business (September 15th, 2014)

Southfield, Michigan, September 10, 2014.Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced that its Powertrain division has entered into a definitive purchase agreement to acquire TRW’s engine valve business.

Federal-Mogul Holdings Corp – Federal-Mogul Reports Improved Q2 2014 Results Sales up 7 percent to $1.9 billion, Operational EBITDA of $180 million and Free Cash Flow of $67 million (July 23rd, 2014)

Southfield, Mich., July 23, 2014…Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced financial results for the second quarter ended June 30, 2014. Net sales for the second quarter were $1,872 million, an increase of 7 percent on a continuing operations basis, versus the second quarter of 2013. Operating income improved $10 million, or 11 percent in Q2 2014 over the same period last year. The net loss attributable to Federal-Mogul in Q2 2014 was $5 million or $0.03 loss per share. The company recorded $30 million in restructuring charges during the quarter related to its restructuring programs and $2 million in impairment charges. In addition, as a result of the successful refinancing of the company’s debt structure, the company recorded a loss of $24 million in the quarter related to the write-off of the unamortized debt discount on previous debt. When excluding these two items, adjusted net income from continuing operations in Q2 2014 was $50 million. Operational EBITDA

Federal-Mogul Holdings Corp – 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 (July 15th, 2014)

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”).

Federal-Mogul Holdings Corp – Affinia Group Inc. 1101 Technology Drive Ann Arbor, MI 48108 (May 2nd, 2014)

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.

Federal-Mogul Holdings Corp – Federal-Mogul Reports Improved Sales, Operational Performance and Net Income in Q1 2014 (April 23rd, 2014)

Southfield, Mich., April 23, 2014…Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced Q1 2014 results with sales of $1.8 billion, 7 percent higher than the first quarter of 2013. Operating income improved $21 million, or 31 percent in Q1 2014 over the same period last year. Operational EBITDA was $166 million or 9.4 percent of sales in the first quarter of 2014, up from 8.3 percent of sales, or $138 million in Q1 2013. The company’s improved financial results for the quarter was driven by higher sales volumes in the Powertrain division, as well as continued improvements in operational performance. Free cash flow for first quarter 2014 was cash usage of $79 million, reflecting normal Q1 working capital requirements, reduced from cash usage of $143 million in the same period in 2013.

Federal-Mogul Holdings Corp – CERTIFICATE OF INCORPORATION OF FEDERAL-MOGUL HOLDINGS CORPORATION (April 16th, 2014)

Federal-Mogul Holdings Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Federal-Mogul Holdings Corp – AMENDMENT AGREEMENT (April 16th, 2014)

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 “