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, 2007Warrant 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”).
LOCKUP AGREEMENTLockup 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”).
STOCK OPTION AGREEMENTStock Option Agreement • January 3rd, 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 December 27, 2007 and immediately following consummation of the transactions that must occur on the effective date of the Fourth Amended Joint Plan of Reorganization (As Modified) that was confirmed by the court in the jointly-administered Chapter 11 cases in the District of Delaware and docketed as Case No. 01-10578 (the “Plan”) through an order entered November 8, 2007, and before the Class A Common Stock of the Company is publicly traded, 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”. Capitalized terms not defined herein shall have the meanings specified in the Plan.
LOAN, SECURITY AND PLEDGE AGREEMENTLoan, 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”).
FEDERAL-MOGUL CORPORATION REGISTRATION RIGHTS AGREEMENTCorporation 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”).
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.
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.
FEDERAL-MOGUL ASBESTOS PERSONAL INJURY TRUST AGREEMENTFederal-Mogul Corp • January 3rd, 2008 • 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
LOAN, SECURITY AND PLEDGE AGREEMENTLoan, 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”).
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • January 3rd, 2008 • Federal-Mogul Corp • Motor vehicle parts & accessories • Michigan
This agreement (the “Agreement”) between Federal-Mogul Corporation, a Delaware corporation (the “Company”) and José Maria Alapont (the “Executive”) is entered into on December 27, 2007, which is the grant date of non-qualified options (the “Options”) to purchase from the Company 4,000,000 shares of its Class A Common Stock (“Stock”) granted pursuant to the Fourth Amended Joint Plan of Reorganization (As Modified) that was confirmed by the court in the jointly-administered Chapter 11 cases in the District of Delaware and docketed as Case No. 01-10578 (the “Plan”) through an order entered November 8, 2007.
TRANCHE A TERM LOAN AGREEMENT among FEDERAL-MOGUL CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of December 27, 2007Term Loan Agreement • January 3rd, 2008 • Federal-Mogul Corp • Motor vehicle parts & accessories • New York
TRANCHE A TERM LOAN AGREEMENT, dated as of December 27, 2007, among Federal-Mogul Corporation, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
