CASH RETENTION AGREEMENTCash Retention Agreement • February 24th, 2021 • Tenneco Inc • Motor vehicle parts & accessories • Illinois
This CASH RETENTION AGREEMENT (this “Agreement”), dated as of October 28, 2019 (the “Effective Date”), is by and between Tenneco Inc. (“Tenneco” together with its subsidiaries and affiliates, the “Company Group”), and Brandon B. Smith (the “Executive”).
FIFTH Supplemental IndentureTenneco Inc • February 24th, 2021 • Motor vehicle parts & accessories • New York
FIFTH Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of September 24, 2020, among Tenneco Inc., a Delaware corporation (“Tenneco”), DRiV Automotive Inc., a Delaware corporation (the “Additional Guarantor”), Federal-Mogul Financing Corporation, a Delaware corporation (“Finco”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
ContractPassu Intercreditor Agreement • February 24th, 2021 • Tenneco Inc • Motor vehicle parts & accessories • New York
JOINDER NO. 3 dated as of November 30, 2020 (the “Joinder Agreement”) to the PARI PASSU INTERCREDITOR AGREEMENT dated as of March 30, 2017 (as amended, supplemented or otherwise modified from time to time, 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 successors, the “Collateral Trustee”), Wilmington Trust, National Association, as Initial Other Authorized Representative, The Bank of New York Mellon, London Branch, as an Authorized Representative, JPMorgan Chase Bank, N.A., 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.
Fifth Supplemental IndentureTenneco Inc • February 24th, 2021 • Motor vehicle parts & accessories • New York
FIFTH Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of September 24, 2020, among Tenneco Inc., a Delaware corporation, as issuer (the “Company”) and DRiV Automotive Inc., a Delaware corporation (the “Additional Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
ASSUMPTION AGREEMENTAssumption Agreement • February 24th, 2021 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of September 24, 2020, made by DRiV Automotive Inc. (the “Additional Grantor”) in favor of Wilmington Trust, National Association (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 Tenneco Inc. (as successor by merger to Federal-Mogul LLC, a Delaware limited liability company (“Company”)), the Subsidiaries of Company parties thereto and the Collateral Trustee.
TENNECO INC. CASH-SETTLED PERFORMANCE SHARE UNIT AWARD AGREEMENT (2021-2023 Performance Period)Performance Share Unit Award Agreement • February 24th, 2021 • Tenneco Inc • Motor vehicle parts & accessories • Illinois
Effective as of [Grant Date] (the “Grant Date”), the Participant has been granted an Award (the “Award”) under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”) in the form of performance share units (“PSUs”) with respect to the number of shares of Common Stock set forth herein (“Target PSUs”). The Award is subject to the following terms and conditions (sometimes referred to as this “Award Agreement”) and the terms and conditions of the Plan as the same has been and may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
COLLATERAL TRUST JOINDERCollateral Trust Agreement • February 24th, 2021 • Tenneco Inc • Motor vehicle parts & accessories
Reference is made (i) to that certain Collateral Trustee Resignation and Appointment Agreement, dated as of February 23, 2018, entered into by and among Bank of America, N.A. (“BANA”), Citibank, N.A. (“Citibank”), each Existing Notes Trustee, in its capacity as a PP&E First Lien Agent and the other parties thereto, pursuant to which BANA replaced Citibank as successor Collateral Trustee under the Collateral Trust Agreement and under each other Collateral Trust Security Document (the “First Collateral Trustee Resignation and Appointment Agreement”) and (ii) to that certain Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement, dated as of October 1, 2018, entered into by and among Wilmington, Bank of America, N.A. (“BANA”), each Existing Notes Trustee, in its capacity as a PP&E First Lien Agent, JPMCB, in its capacity as a PP&E First Lien Agent and a First Priority Representative with respect to First Priority Obligations, the Company and the Subs
TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN SPECIAL RESTRICTED STOCK UNIT AND CASH INCENTIVE AWARD AGREEMENTIncentive Award Agreement • February 24th, 2021 • Tenneco Inc • Motor vehicle parts & accessories
Effective as of November 5, 2020 (the “Grant Date”), the Participant was granted, together with a restricted stock unit award, a Cash Incentive Award under the Plan in an amount equal to
TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • February 24th, 2021 • Tenneco Inc • Motor vehicle parts & accessories • Illinois
Effective as of [Grant Date] (the “Grant Date”), the Participant has been granted an Award under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”) in the form of restricted stock units with respect to [Number of Awards Granted] shares of Common Stock (“Restricted Stock Units”). The Award is subject to the following terms and conditions (sometimes referred to as this “Award Agreement”) and the terms and conditions of the Plan as the same has been and may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
SIXTH Supplemental IndentureTenneco Inc • February 24th, 2021 • Motor vehicle parts & accessories • New York
SIXTH Supplemental Indenture (this “Sixth Supplemental Indenture”), dated as of September 24, 2020 , among Tenneco Inc., a Delaware corporation, as issuer (the “Company”) and DRiV Automotive Inc., a Delaware corporation (the “Additional Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
COLLATERAL AGREEMENT made by TENNECO INC., as Company and as Issuer, and certain of its Subsidiaries in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION not individually but solely as Collateral Trustee Dated as of November 30, 2020Collateral Agreement • February 24th, 2021 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENTCollateral Agreement • February 24th, 2021 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of September 24, 2020, made by DRiV Automotive Inc. (the “Additional Grantor”) 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 Tenneco Inc. (as successor by merger to Federal-Mogul LLC, a Delaware limited liability company (“Company”)), the Subsidiaries of Company parties thereto and the Collateral Trustee.
